Peter Orlando ("Orlando") appeals a January 29, 2019 Hearing Panel decision. The Hearing Panel found that Orlando violated FINRA rules as the Department of Enforcement ("Enforcement") alleged in a three-cause complaint. First, the I Tearing Panel found that Orlando violated FINRA Rule 2010 by using his position as a registered representative to exploit unethically a senior customer to become her attorney-in-fact, executor, and beneficiary of her bank account and primary beneficiary of her will. Second, the Hearing Panel found that Orlando violated FINRA Rules 2111 and 2010 by recommending that the customer surrender a variable annuity, a recommendation that was unsuitable for the customer given her financial profile. Finally, the Hearing Panel found that Orlando violated FINRA Rule 2010 by unethically maintaining in his files two forms that the customer signed in blank. The Hearing Panel barred Orlando from associating with any FINRA member in any capacity for using his position to obtain control of his customer's assets, money, and property unethically. The Hearing Panel also ordered that he pay his customer $4,000 in restitution, plus prejudgment interest. In light of the bar, however, the Hearing Panel did not impose the sanctions it assessed for Orlando's remaining FINRA rule violations. 

After reviewing the entire record, we affirm the Hearing Panel's findings. Although, as we explain below, we modify the sanctions the Hearing Panel imposed, by assessing a unitary sanction for Orlando's unethical exploitation of his customer and unsuitable recommendation, we nevertheless affirm them in their effect. We thus, like the Hearing Panel, bar Orlando from the securities industry and order that he pay his customer restitution in the sum of $4,000, plus prejudgment interest. 

First, we conclude that DW's age and age-related, cognitive decline made her unable to protect her own interests. At the relevant time, she was 81-years-old, suffered from memory issues, and was prone to anxiety and confusion. See U.S. SEC. AND EXCH. COMM'N, OFFICE OF THE INVESTOR ADVOCATE, ELDER FINANCIAL EXPLOITATION: WHY IT IS A CONCERN, WHAT REGULATORS ARE DOING ABOUT IT, AND LOOKING AHEAD 2 (June 2018) ("Cognitive decline is a key factor that makes the elderly more susceptible to financial exploitation."). She had difficulty assessing the trustworthiness of others, making her vulnerable to becoming an unwitting victim to her desire simply to go along with what she was told or asked, without asking questions. See id. ("[O]lder persons can fall prey to deception and scams if they experience a decline in their ability to judge trustworthiness and riskiness."). In many respects, DW was a logical mark for Orlando. He knew well, and had observed, the full scope of DW's finances, her previous financial exploitation and her recent widowhood, that she did not handle her finances or make her own financial decisions, that she maintained a tenuous level of independence after moving to an assisted living facility, and that she was open to his instructions. All of these facts optimized the occasion for Orlando's abuse and lead us to infer that Orlando knew or must have known of DW's diminished capacity to protect herself.28 

Moreover, Orlando intentionally exploited a senior customer who lacked financial sophistication and, because of her declining cognitive abilities and memory, was unable to manage her own financial affairs.41By causing DW to name him beneficiary of her bank account, attorney-in-fact with general powers to dispose of her assets, and executor and primary beneficiary of her will, Orlando obtained control of the entirety of DW's finances and placed himself in a commanding position to obtain DW's money, and her real and personal property, whether DW lived or died.42At the same time, Orlando affected DW financial harm by causing her to surrender her MetLife variable annuity and engaging attorneys to conduct legal work that served Orlando's interests only.43 

We agree with the Hearing Panel that Orlando's failure to grasp the grievous nature of his misconduct warrants a substantial sanction. See Dep't of Enforcement v. Akindemowo, Complaint No. 2011029619301, 2015 FINRA Discip. LEXIS 58, at *48 (FINRA NAC Dec. 29, 2015) ("His failure to appreciate the requirements of the securities business and the gravity of his misconduct and the harm it caused warrants significant sanctions."), gird, Exchange Act Release No. 79007, 2016 SEC LEXIS 3769 (Sept. 30, 2016). Like other respondents who have embarked on similarly unethical paths, he has evinced a complete lack of understanding of his role and duties as a registered representative and engaged in conduct that is antithetical to the high standards of commercial conduct and just and equitable principles of trade that are required of all FINRA members and their associated persons. See Butler, 2015 FINRA Discip. LEXIS 35, at *29; Evans, 2011 FINRA Discip. LEXIS 36, at *39.

The integrity of the securities industry is undermined substantially by registered representatives who, like Orlando, exercise undue influence to exploit financially seniors and persons who are not able to protect their own interests due to a mental or physical impairment. We condemn Orlando's actions and seek to protect the investing public by barring him from FINRA membership. 

Blom operated a custom cattle-feeding business in the Corsica area.  As part of his business, Blom solicited investors for groups of cattle.  He purchased groups of cattle from various livestock companies and the cattle were raised on feedlots owned or used by him.  Blom raised the cattle to maturity and then sold them to processing plants.  After the groups of cattle were sold, Blom paid the profits to the investors in the groups. 

It is alleged, however, that Blom sold the same groups of cattle to multiple different investors.  Each invoice should have been used for just one group of investors, but Blom knew that he did not have and could not purchase as many head of cattle as he represented to investors.  Sometimes Blom altered the cattle purchase invoices in an effort to conceal that he sold the same group of cattle to multiple different investors.

Also as part of the scheme and artifice, Blom falsely and fraudulently represented to investors that he would use their money to purchase groups of cattle and to care for those cattle.  Instead, he routinely used money from new investors to pay back old investors.

On multiple occasions, Blom mailed invoices and other investment-related documents to investors and several investors mailed their investment payments to him.  Also on multiple occasions, Blom received payments from investors, often by check and Blom also paid old investors, often by check.

The estimated loss amount at this time is approximately $20 million.