Posts from November 2015.
The Securities and Exchange Commission recently approved a rule change to amend FINRA Rule 2210 to require broker-dealers to include a "readily apparent reference and hyperlink" to BrokerCheck on their websites. The hyperlinks and references to BrokerCheck would be required for all webpages where a registered person's profile information appears, including webpages on the member's website and webpages on a branch office's website. This is an important development because BrokerCheck is a site for investors to conduct due diligence on broker and broker-dealers. Two FINRA ...
Posted in: FINRA, SEC

Speaking to a November 16 Money Laundering conference jointly sponsored by the American Banking and Bar Associations, Deputy AG Sally Yates unveiled revisions to the Department of Justice's U.S. Attorneys' Manual ("USAM"). The revisions implement the new focus on individual wrongdoing in the corporate criminal context first announced September 9 in the "Yates Memo." The revisions principally involve (1) the Filip Factors, (2) extend the Yates Memo to civil investigations, and (3) address coordination in parallel proceedings.

  1. Filip Factor Revisions.
Chapter 9-28.000 ...
Posted in: USAM
The Tennessee Securities Division, Department of Commerce and Insurance (Julie Mix McPeak, Comm'r) recently confirmed its launch of a comprehensive three-year cycle examination program covering all Tennessee-based broker-dealers and state-registered investment advisers. The examinations will be "desk-examinations" requiring registrants to provide detailed documentation in response to some 18 categories of inquiry designed to ferret out non-compliant firms or "red flags" that may indicate regulatory violations. Unresolved issues or red flags will trigger ...
Posted in: Tennessee

Atlanta federal Judge Leigh Martin May enjoined the SEC from proceeding in yet another administrative enforcement action Tuesday. Ironridge Global IV, Ltd. v. SEC, No. 1:15-CV-2512 (USDC NDGA Nov. 17, 2015). SEC ALJ Grimes had refused to dismiss or stay the administrative proceeding and that hearing was scheduled to commence December 7. The SEC charged Ironridge last June under the '34 Act for allegedly operating as an unregistered broker-dealer by its provision of "Liability for Equity" transactions with 28 microcap issuers. The OIP is here. As before, the Court held it had ...

Last Thursday, November 12, the MSRB published its Compliance Advisory for Municipal Advisors ("MA's"). The new MA regulatory regime was imposed by Dodd-Frank and implemented by the MSRB and SEC over the past several years. The Advisory highlights some of fundamental regulatory requirements for MA's and identifies some potential compliance risks, including, for example:

  • Failing to register;
  • Failing to ensure MA associated persons are Series 50 qualified (still in pilot);
  • Failing to implement an MA-specific compliance program under Rule G-44;
  • Failing to distinguish ...
Posted in: MSRB
The SEC recently approved the Municipal Securities Rulemaking Board's ("MSRB") extension to Municipal Advisors ("MA's") of its dealer Rule G-20, restricting gifts in connection with municipal securities. The Rule also updates and consolidates existing guidance and conforms to FINRA's similar requirements in FINRA Rule 3220. The Rule adds a new prohibition against entertainment-expense reimbursement from offering proceeds, Rule G-20(e). In general, the Rule prohibits gifts or services (including gratuities) exceeding $100 per year to any person if they relate to the ...
Posted in: FINRA, MSRB, SEC
On November 9, the MSRB filed yet another amendment to its proposed Municipal Advisor conduct Rule G-42. The amendment adds Supplemental Material -.14 and -.15, creating a narrow exception to the principal-transaction ban for particular fixed-income securities after specified disclosure and client consent. To fall within the exception, three preconditions must apply: (a) the MA is a registered BD with respect to a Municipal Entity's ("ME") brokerage account and is acting without general discretion; (b) neither the MA (nor any affiliate) is acting as advisor on municipal ...
Posted in: MSRB
FINRA Reg. Notice 15-37 (Oct. 2015) requests prompt comment (by November 30) on proposed Rules aimed at detecting and minimizing financial exploitation of seniors and other "vulnerable" adults. The proposals would amend Rule 4512(F) to require Firms' reasonable efforts to obtain name and contact information for a "Trusted Contact" person for newly-opened (or updated) individual accounts. A "Trusted Contact" must be over 18 and not authorized to transact business on the account. With notice to the account holder, Firms would be authorized to notify a "Trusted Contact" ...
Posted in: FINRA
A little over one year ago, the Financial Industry Regulatory Authority (FINRA) announced a proposal to increase substantially its collection of brokerage data. That proposal, named the Comprehensive Automated Risk Data System (CARDS), sought to take advantage of "technological advances [that] c[ould have] be[en] leveraged to obtain, store, manage and access large quantities of data to identify and quickly respond to potentially fraudulent and abusive behavior." Almost immediately upon its announcement of the proposal, FINRA faced industry-wide backlash centered ...
Posted in: FINRA
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