March 31, 2023
GUEST BLOG: [In]Securities: The Influencers: The SEC Grounds Stars' TRX by Aegis Frumento Esq (BrokeAndBroker.com Blog)
FINRA Shamefully Fines and Suspends Rep For Mistakenly Using A Rep Code (BrokeAndBroker.com Blog)
FINRA Doesn't Bank On It When It Comes To Wife Of Former UBS Employee (BrokeAndBroker.com Blog)
Federal Reserve Board fines Wells Fargo $67.8 million for inadequate oversight of sanctions risk at its subsidiary bank
SEC Pursues ‘Dealer’ Definition Expansion, to Industry’s Dismay (Bloomberg Law by Matthew Bultman)
ChatGPT and AI might have a future as your portfolio manager, study suggests (CNBC by Jesse Pound)
Ronald H. Filler Institute for Financial Services Law / SPECIAL PROGRAM ON FINANCIAL SERVICES LAW (TUESDAY, APRIL 11, 2023)
Financial Professionals Coalition, Ltd. JOIN TODAY -- FREE MEMBERSHIP (BrokeAndBroker.com Blog)
Financial Professionals Coalition, Ltd Endorses Ronald Filler, Esq's FINRA Petition for Direct Registration Exam (BrokeAndBroker.com Blog)
DOJ RELEASES
Former Partner at Broker-Dealer Firm Charged with $3.4 Million Insider Trading Scheme (DOJ Release)
Essex County Woman Admits Role in $25 Million Securities Fraud Scheme Involving Blockchain Technology Company (DOJ Release)
New Jersey Man Pleads Guilty to Conspiring with Someone Posing as DEA Agent to Defraud Victim of Gold (DOJ Release)
Recidivist Fraudster Pleads Guilty To $40 Million Ponzi Scheme / Franklin Ray Also Pled Guilty to SBA Loan Fraud and Another Fraud Scheme (DOJ Release)
Former Law Firm Partner Arrested For Bankruptcy Fraud / Defendant Submitted Fake Bank Record to Court (DOJ Release)
Defense Company CEO Pleads Guilty To Conspiracy To Defraud Investors And Creditors (DOJ Release)
North Carolina Man Charged with $7 Million Ponzi Scheme (DOJ Release)
United States of America, v. Samuel Bankman-Fried a/k/a "SBF," Defendant (Superseding Indictment)
Queens Man Pleads Guilty to Real Estate Fraud Scheme (DOJ Release)
Foreign National Sentenced for Victimizing U.S. Persons Through Cyber-Enabled Fraud Schemes (DOJ Release)
Queens Investment Advisor Indicted for Multi-Million Dollar Securities Fraud Scheme / Victim Gave the Defendant More than $4 Million to Purchase Securities Which He Used to Pay Personal Expenses and for Day Trading (DOJ Release)
SEC RELEASES
SEC Obtains Final Judgment Against Attorney for Engaging in Fraud and Conducting an Unregistered Securities Offering (SEC Release)
SEC Charges North Carolina Investment Firm and Its Principal for Recommending Clients Invest Millions in Unsuitable, Risky Deals (SEC Release)
SEC Obtains Judgment Against Siblings Who Orchestrated Massive Crypto Asset Fraud (SEC Release)
SEC Charges Hedge Fund Trader and Broker-Dealer Partner in Multi-Million Dollar SPAC Insider Trading Scheme (SEC Release)
SEC Charges Private Fund Auditor and Audit Engagement Partner with Improper Professional Conduct (SEC Release)
SEC Charges Crypto Trading Platform Beaxy and its Executives for Operating an Unregistered Exchange, Broker, and Clearing Agency / Market makers separately charged as unregistered dealers (SEC Release)
Brazilian Mining Company to Pay $55.9 Million to Settle Charges Related to Misleading Disclosures Prior to Deadly Dam Collapse (SEC Release)
Securities and Exchange Commission Obtains Final Judgment Against Massachusetts Investment Adviser Who Misappropriated Funds from Clients (SEC Release)
SEC Obtains Emergency Relief Against Long Island Investment Adviser and Firm Charged with Fraud (SEC Release)
SEC Charges Texas Resident with Orchestrating Three Separate Schemes Defrauding Investors Out of Over $8.4 Million (SEC Release)
SEC Awards Over $9 million Whistleblower Award to Claimant 1 and Over $3 million to Claimant 2
Order Determining Whistleblower Award Claim
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim
SEC Denies Whistleblower Award to Claimant
Order Determining Whistleblower Award Claim
SEC Denies Whistleblower Award to Claimant
Order Determining Whistleblower Award Claim
SEC Awards Whistleblower Award to Claimants 1, 2, and 4 But Denies Award to Claimant 3
Order Determining Whistleblower Award Claim
Testimony at Hearing before the Subcommittee on Financial Services and General Government by SEC Chair Gary Gensler
Fixed Income and Options: The Other Market Structures / Remarks at the Fixed Income Forum Spring Roundtable by SEC Commissioner Caroline A. Crenshaw
Staff statement regarding the risk legend used by non-transparent exchange-traded funds operating in reliance of an exemptive order under the Investment Company Act of 1940 (Division of Investment Management Staff)
CFTC RELEASES
CFTC Charges Chinese National with Fraudulent Scheme to Trade Against Employer (CFTC Release)
CFTC Orders New York-Based Commodity Pool Operator and Commodity Trading Advisor to Pay $400,000 Penalty for Supervision Failures (CFTC Release)
CFTC Charges Binance and Its Founder, Changpeng Zhao, with Willful Evasion of Federal Law and Operating an Illegal Digital Asset Derivatives Exchange (CFTC Release)
FINRA RELEASES
FINRA Censures and Fines Firm for Material Changes to Private Placements
In the Matter of Baker Tilly Capital, LLC, Respondent (FINRA AWC)
FINRA Fines and Suspends Rep For Private Securities Transaction
In the Matter of Olivier Robert Gillier, Respondent (FINRA AWC)
FINRA Fines and Suspends Rep For Discretionary Trades
In the Matter of Andrew J. Grant, Respondent (FINRA AWC)
FINRA Fines and Suspends Raymond James Rep For WhatsApp Use
In the Matter of Roman Meyerhans, Respondent (FINRA AWC)
Sanction Newbridge Securities Corporation for Alternative Mutual Fund Supervision
In the Matter of Newbridge Securities Corporation, Respondent (FINRA AWC)
FINRA Sanction NatAlliance Securities and Supervisor for Traders' Bond Marks
In the Matter of NatAlliance Securities, LLC and Jason Adams, Respondents (FINRA AWC)
= = =
3/31/2023
https://www.brokeandbroker.com/6951/aegis-frumento-insecurities-trx/
Wall Street lawyer Aegis Frumento sees the SEC as sailing into uncharted and unfamiliar waters when it comes to social media, rap, porn, and crypto. As empathetic as Aegis may be with the SEC’s dilemma, he remains troubled by the federal regulator's efforts to charge so-called influencers with violations of the Securities Act. As Aegis argues, the SEC's edgy enforcement efforts are a modern response using outdated laws.
SEC Obtains Final Judgment Against Attorney for Engaging in Fraud and Conducting an Unregistered Securities Offering (SEC Release)
https://www.sec.gov/litigation/litreleases/2023/lr25682.htm
The United States District Court for the. District Court for the Western District of Texas entered a Final Judgment against William Andrew Stack (attorney and nominal CEO of the defunct Preston Corp. (a/k/a Preston Royalty Corp.)) whereby permanent injunctions prohibited Stack from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, and Section 10(b) of the Securities Exchange Act and Rule 10b-5(b); imposed a five year officer-and-director bar, a five-year penny stock bar, and, for a period of five years, a bar prohibiting Stack from providing professional legal services relating to Regulation D or other exemptions from the registration provision of the Securities Act. Finally, Stack was ordered to pay disgorgement and prejudgment interest totaling $438,103.21 and a $333,110 million civil penalty. As alleged in part in the SEC Release:.
[P]reston Corp. purported to be a financial services provider specializing in royalty financing for mining operations, but in reality had no actual operations. The complaint alleges that Stack, a licensed lawyer who had no experience in the mining industry, served as Preston Corp.'s nominal CEO at the behest of the company's undisclosed control person, who had previously been charged by the SEC in another, similar fraud.
The SEC's complaint further alleges that while serving as the company's figurehead CEO, Stack issued four press releases that materially misled investors, falsely claiming, among other things, that Preston Corp. had entered into a royalty agreement with a third party, and that it had entered into a "gold mine agreement" with a third party. Preston Corp. allegedly publicized these press releases while the company and Stack conducted an unregistered distribution of its common stock to retail investors. Stack allegedly misappropriated the proceeds of the offering, diverting the money largely to himself and to the undisclosed control person.
SEC Awards Over $9 million Whistleblower Award to Claimant 1 and Over $3 million to Claimant 2
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97229; Whistleblower Award Proc. File No. 2023-48)
https://www.sec.gov/rules/other/2023/34-97229.pdf
The Claims Review Staff ("CRS") issued Preliminary Determinations recommending the a Whistleblower Award of over $9 million to Claimant 1 and over $3 million to Claimant 2. The Commission ordered that CRS's recommendations be approved. The Order asserts in part that [Ed: footnotes omitted]:
In reaching our award determinations, we positively assessed the following facts in support of Claimant 1’s larger award: (1) Claimant 1’s tip was the initial source of the underlying investigation; (2) Claimant 1’s tip exposed REDACTED including at the Firm, that would have been difficult to detect without Claimant 1’s information; (3) Claimant 1 provided Enforcement staff with extensive and ongoing assistance during the course of the investigation, including identifying witnesses and helping staff understand complex fact patterns and issues related to the matters under investigation; (4) the Commission used information Claimant 1 provided to devise an
investigative plan and to craft its initial document requests; and (5) Claimant 1 made persistent efforts to remedy the issues, while suffering hardships.
In assessing Claimant 2’s important, but lesser, contribution to the success of the Investigation, the Commission notes that Claimant 2 was the first witness who was able to tell the staff that the Firm REDACTED knew or should have known key facts about REDACTED including that REDACTED Claimant 2 provided important information as a percipient witness which helped establish REDACTED liability, with factual details on those topics that went beyond what Claimant 1 had been able to provide. In addition, Claimant 2 provided information and documents, participated in staff interviews, and provided clear explanations to the staff regarding the issues that Claimant 2 brought to the staff’s attention. Claimant 2’s information gave the staff a more complete picture of how REDACTED which the staff was able to use in settlement discussions with the Firm’s counsel REDACTED.
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97228; Whistleblower Award Proc. File No. 2023-47)
https://www.sec.gov/rules/other/2023/34-97228.pdf
The Claims Review Staff ("CRS") issued Preliminary Determinations recommending the denial of a Whistleblower Award to Claimant 1, Claimant 3 and Claimant 4. The Commission ordered that CRS's recommendations be approved. In a nutshell, all the Claimants are wrong and the SEC is right.
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97227; Whistleblower Award Proc. File No. 2023-46)
https://www.sec.gov/rules/other/2023/34-97227.pdf
The Claims Review Staff ("CRS") issued a Preliminary Determination recommending the denial of a Whistleblower Award to Claimant. The Commission ordered that CRS's recommendations be approved. The Order asserts in part that [Ed: footnotes omitted]:
[A]s such, neither the examination of the Investment Adviser nor the Investigation were opened based on information provided by Claimant. In addition, the record demonstrates that Claimant’s tip did not cause the Commission to inquire concerning different conduct as part of the ongoing examination or Investigation, as Enforcement staff and OCIE staff were already aware of the material facts alleged by Claimant by the time Claimant submitted the tip.
. . .
Third, as to statements from Enforcement staff regarding the helpfulness of Claimant’s tips, the record demonstrates that, while Enforcement staff stated in an email that Claimant’s tips were very helpful, that statement was an attempt to acknowledge and thank Claimant for Claimant’s willingness to attempt to assist the staff, not to convey any legal conclusion regarding Claimant’s eligibility for an award. As discussed above, notwithstanding this statement, the information Claimant provided did not help advance the Investigation and was not used in, and had no impact on, the charges brought by the Commission in the Covered Action.
Bill Singer's Comment: The second paragraph above angers me, The SEC seems to suggest that it's okay to toy with whistleblowers and, to be a tad vulgar, there's some sport to be found in blowin' smoke up whistleblowers' asses. One only needs to read the ever-so-strained language of "willingness to attempt to assist" to recognize the circling of a bureaucracy's wagons. Of course, sure . . . we, the public, always expect a lack of candor from government regulators, and, sure, it's perfectly okay for the SEC to thank a tipster for "very helpful" tips but, when it comes to paying that whistleblower for that hep, not, all of a sudden, it wasn't a sincere thank you and, listen up, it was not meant to "convey any legal conclusion regarding Claimant's eligibility for an award." All of which comes off as horribly condescending, sort of like a hidden kidney shot against someone who's already down, and certainly not appropriate to be published in furtherance of efforts to secure the cooperation of more tipsters. Personally, I would fire whoever drafted that idiotic paragraph and fire whoever approved its publication in an official SEC Order.
SEC Denies Whistleblower Award to Two Claimant
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97226; Whistleblower Award Proc. File No. 2023-45)
https://www.sec.gov/rules/other/2023/34-97226.pdf
The Claims Review Staff ("CRS") issued a Preliminary Determination recommending the denial of a Whistleblower Award to Claimant 1 and Claimant 2. The Commission ordered that CRS's recommendations be approved. The Order asserts in part that [Ed: footnotes omitted]:
[C]laimants did not provide information that led to the successful enforcement of the Covered Action within the meaning of Section 21F(b)(1) of the Exchange Act and Rules 21F-3(a)(3) and 21F-4(c) thereunder. The CRS stated that Claimants’ information did not either (1) cause the Commission to (a) commence an examination, open or reopen an investigation, or inquire into different conduct as part of a current Commission examination or investigation, and (b) thereafter bring an action based, in whole or in part, on conduct that was the subject of claimant’s information, pursuant to Rule 21F-4(c)(1); or (2) significantly contribute to the success of a Commission judicial or administrative enforcement action under Rule 21F-4(c)(2) of the Exchange Act. . . .
= = =
3/30/2023
Federal Reserve Board fines Wells Fargo $67.8 million for inadequate oversight of sanctions risk at its subsidiary bank
https://www.federalreserve.gov/newsevents/pressreleases/enforcement20230330a.htm
The Federal Reserve Board fined Wells Fargo & Co $67.8 million for the firm's unsafe or unsound practices relating to historical inadequate oversight of sanctions compliance risks at its subsidiary bank, Wells Fargo Bank, N.A. Wells Fargo & Co.'s deficient oversight enabled the bank to violate U.S. sanctions regulations by providing a trade finance platform to a foreign bank that used the platform to process approximately $532 million in prohibited transactions between 2010 and 2015.The United States Department of the Treasury's Office of Foreign Assets Control imposed a separate penalty on Wells Fargo Bank for these violations. The total penalty announced by both agencies is approximately $97.8 million.
READ the Federal Reserve Wells Fargo ORDER
https://www.federalreserve.gov/newsevents/pressreleases/files/enf20230330a1.pdf
For media inquiries, please email media@frb.gov or call 202-452-2955.
Former Partner at Broker-Dealer Firm Charged with $3.4 Million Insider Trading Scheme (DOJ Release)
https://www.justice.gov/usao-nj/pr/former-partner-broker-dealer-firm-charged-34-million-insider-trading-scheme
-and-
SEC Charges Hedge Fund Trader and Broker-Dealer Partner in Multi-Million Dollar SPAC Insider Trading Scheme (SEC Release)
https://www.sec.gov/news/press-release/2023-66
In the United States District Court for the District of New Jersey, a Complaint was filed charging Christopher Matthaei (former broker-dealer partner) with one count of securities fraud conspiracy and one count of securities fraud. https://www.justice.gov/d9/2023-03/matthaei.complaint.pdf As alleged in part in the DOJ Release [Ed: Special Purpose Acquisition Companies "SPAC"]:
Matthaei was a partner and senior salesperson at a Charlotte, North Carolina-based broker-dealer with offices in Red Bank, New Jersey. From May 2020 through February 2021, Matthaei illegally traded on material, non-public information, or MNPI, that he received from a conspirator, a friend who worked at a large Canadian asset management firm. The MNPI pertained to SPACs that were engaged in confidential merger negotiations and shared information with the asset management firm as a potential investor in the SPAC deals. The conspirator received this MNPI every time a SPAC was placed on his firm’s confidential restricted list, meaning that the firm’s employees were prohibited from buying or selling the SPACs’ securities, either personally or via another person or third party. Despite knowing about these trading restrictions, the conspirator shared the MNPI with Matthaei, who then purchased securities in the SPACs using his personal brokerage accounts. In June 2020, Matthaei paid for a private plane and extended trip with the co-coconspirator and their families to a luxury resort on the island of St. Barth, where they continued to engage in the insider trading scheme.
Matthaei made more than $3.4 million in illegal trading profits from the insider trading scheme.
In a Complaint filed in the United States District Court for the District of New Jersey, the SEC charged Sean Wygovsky (former trader at a Canadian asset management firm) and Christopher Matthaei ( former partner at a U.S. broker-dealer) with violating the antifraud provisions of the federal securities laws.
https://www.sec.gov/litigation/complaints/2023/comp-pr2023-66.pdf Wygovsky consented to a bifurcated settlement, subject to court approval, under which he will be permanently enjoined from violating the federal securities laws. The SEC previously charged Wygovsky with perpetrating a lucrative front running scheme, and Wygovsky consented to a bifurcated settlement in that matter as well. Parallel criminal charges were filed against Matthaei. As alleged in part in the DOJ Release:
[W]ygovsky learned material non-public information about upcoming SPAC mergers from his employer’s involvement in transactions related to the mergers. The complaint further alleges that, from May 2020 through April 2021, Wygovsky used encrypted messaging to tip his close friend and trading client, Matthaei, about the upcoming mergers. According to the complaint, Matthaei, who ran a trading and research group focused on SPACs during the relevant period, allegedly traded on Wygovsky’s tips.
SEC Charges North Carolina Investment Firm and Its Principal for Recommending Clients Invest Millions in Unsuitable, Risky Deals (SEC Release)
https://www.sec.gov/litigation/litreleases/2023/lr25681.htm
In the United States District Court for the Western District of North Carolina, the SEC filed a Complaint charging Sapere Wealth Management, LLC and Scott Trease with breaching their fiduciary duties of care in violation of Section 206(2) of the Investment Advisers Act of 1940. https://www.sec.gov/litigation/complaints/2023/comp25681.pdf
Without admitting or denying the allegations in the SEC Complaint, Sapere and Trease consented to the entry of a Final Judgment imposing a permanent injunction against future violations of Section 206(2); a five-year injunction requiring Sapere and Trease to engage due-diligence consultants to review certain potential future transactions; a $100,000 civil penalty against Trease; and an undertaking to distribute the SEC's complaint and the final judgment to Sapere's and Trease's clients. As alleged in part in the SEC Release:
[T]rease befriended a self-described financier based on shared religious interests in July 2017. The complaint further states that from 2018 through early 2019 this financier helped identify numerous alternative-investment opportunities for Trease and Sapere to consider. The opportunities, which were unlike any others in which Trease or Sapere had ever invested, consistently fell apart and, according to the SEC, raised several red flags indicating that these types of alternative investments were unsuitable for Sapere's and Trease's clients. Nevertheless, the complaint states, in May 2019 Sapere and Trease recommended three clients invest a total of $7.3 million in two such alternative investments that Sapere and Trease incorrectly believed were collateralized by gold. The SEC alleges that Sapere and Trease did not reasonably understand the investments and thus lacked a reasonable basis to recommend them to clients. The complaint further states that in one of the investments, a client ultimately lost $2.3 million, while in the other, $5 million of client money was placed at risk, though the defendants and the self-described financier ultimately secured the funds' return.
SEC Obtains Judgment Against Siblings Who Orchestrated Massive Crypto Asset Fraud (SEC Release)
https://www.sec.gov/litigation/litreleases/2023/lr25680.htm
In the United States District Court for the Southern District of New York, a Final Judgment was entered against John and Jonatina (Tina) Barksdale that enjoins the Barksdales from violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder; and from violating Section 5 of the Securities Act by engaging in the unregistered offer or sale of securities. The Barksdales were ordered to pay disgorgement of $46,297,463 on a joint and several basis; prejudgment interest of $10,044,822; and to each pay a civil penalty of $23,148,731
https://www.sec.gov/litigation/litreleases/2023/judg25680.pdf As alleged in part in the SEC Release
[F]rom June 2017 to March 2022, the Barksdales raised tens of millions of dollars through two unregistered fraudulent offerings of securities involving a crypto asset called "Ormeus Coin." In addition, the SEC alleged that from June 2017 to April 2018, through a multi-level marketing business called Ormeus Global, the Barksdales offered and sold subscription packages that included Ormeus Coin. As alleged in the complaint, to promote the offerings, John Barksdale held roadshows around the world while he and his sister, Tina, led the production of social media posts, YouTube videos, press releases, and other promotional materials. The complaint also alleged that the defendants falsely claimed that Ormeus Coin was supported by one of the largest crypto asset mining operations in the world, even though they abandoned their mining operations in 2019 after generating less than $3 million in total mining revenue. As further alleged, in many of these investor communications, the defendants falsely stated that Ormeus Coin had a $250 million crypto asset mining operation and was producing $5.4 million to $8 million per month in mining revenues.
SEC Denies Whistleblower Award to Claimant
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97222; Whistleblower Award Proc. File No. 2023-44)
https://www.sec.gov/rules/other/2023/34-97222.pdf
The Office of the Whistleblower ("OWB") issued a Preliminary Determination Disposition recommending the denial of a Whistleblower Award to Claimant. The Commission ordered that OWBs recommendations be approved. The Order asserts in part that [Ed: footnotes omitted]:
Second, Claimant contends that his or her information concerned the same subject matter as the Covered Action, which should be a basis for an award. In view of the entirety of the record, we are unable to detect any nexus between Claimant’s information and the Covered Action. Claimant’s tip contains no allegations about the Respondents charged in the Covered Action, and the record is clear that the Enforcement staff responsible for the Covered Action did Claimant made allegations about REDACTED with respect to the Unrelated not receive Claimant’s information directly or indirectly through other Enforcement staff. That Company does not mean that Claimant is eligible for an award for every future enforcement action involving similar securities law violations.
Fixed Income and Options: The Other Market Structures / Remarks at the Fixed Income Forum Spring Roundtable by SEC Commissioner Caroline A. Crenshaw
https://www.sec.gov/news/speech/crenshaw-remarks-fixed-income-forum-spring-roundtable-033023
Thank you Thanos [Papasavvas], for that kind introduction, and thanks to all of you for inviting me here today.
Before I begin, I must give the customary disclaimer that the views I express today are my own and do not necessarily reflect the views of my fellow commissioners or the staff.
At the end of last year, my fellow Commissioners and I voted to propose a broad package of reforms aimed primarily at improving competition, transparency, and integrity in the equity markets.[1] Those proposals have generated their fair share of attention and discussion, and rightfully so, as the equity markets play a key role in allowing Americans to invest and grow their savings. I am pleased that the SEC has undertaken these efforts to try to improve outcomes for investors, and retail investors in particular, and I am reviewing the comments with interest.
However, investors also turn to other securities markets to grow their savings and plan for their futures: the fixed income markets, and increasingly, the options markets as well. The fixed income markets are the place where many Americans turn to seek reliable, safe investments as they approach retirement. And the options markets have exploded in popularity over the last several years.[2] The options markets, while historically dominated by institutional players, are increasingly attracting retail investor participation, as individuals seek to maximize their returns by engaging in more hands-on investing, often through online platforms and apps.[3]
Equity market structure tends to get a lot of attention, and this is especially true in the post-GameStop era. However, by some measures, investor protection and outcomes in the fixed income and options markets lag behind. We at the SEC have devoted a lot of time and effort over the past several years to reforms focused on the traditional equity markets. Today, I want to make a case for some structural reforms in the fixed income and options markets.
Fixed Income Markets
Since this is the Fixed Income Forum, I will turn first to the fixed income markets, which comprise around half of the capital markets the SEC oversees.[4] Of course, it is difficult to overstate the importance of the $24 trillion Treasury market, but the $10 trillion corporate bond market, $12 trillion mortgage-backed securities market, and $4 trillion municipal bond markets all play important roles in the U.S. economy.[5]
I acknowledge that there have been impactful reforms proposed, and in some cases implemented, over the last several years. For example, expansions and improvements to FINRA’s TRACE reporting service have improved transparency significantly. Starting in 2017, broker-dealers were required to report post-trade transaction data in Treasuries,[6] and in 2022, the Federal Reserve began requiring many non-FINRA member banks to report information on their transactions as well.[7] FINRA has adopted changes to improve the timeliness and accuracy of TRACE reporting, by reducing the reporting timeframes for Treasuries from end-of-day to 60 minutes and requiring more granular timestamps.[8] Starting in May, FINRA will require a portfolio trade indicator for corporate securities, which should improve the usefulness of TRACE by making it clear when a particular price was agreed to as part of a portfolio, and may therefore not be reflective of the independent market.[9] FINRA also has proposed shortening the fifteen minute reporting timeframe for non-treasury TRACE-eligible securities to one minute.[10] And there are additional improvements under discussion with respect to sovereign debt reporting, public dissemination of post-trade information on Treasury securities, and more.[11]
At the SEC, we have put forward proposals that would, among other improvements, increase SEC oversight of key market participants and platforms in the fixed income markets.[12] Last year, we also proposed rules to expand the number of transactions in Treasury securities that are subject to central clearing.[13] And while I referred to our December package of proposals as focused on the traditional equity markets, there are aspects of it, such as the proposed Regulation Best Execution, that apply to trading in fixed income securities, as well.[14]
I want to thank those of you gathered here today for your role in helping to initiate and implement those reforms, and for your input with respect to the initiatives still at the proposal stage. There has been a lot of reflection from within the industry about how to make the fixed income markets more resilient, and that has been vital. You are the experts, on the front lines of this market, and your input is always thoroughly considered, valued, and appreciated.
With all the initiatives I just listed, is there anything more that needs to be done to improve fixed income market structure? My answer would be a resounding yes. While I value the improvements initiated over the last few years, the fixed income markets are still considerably less transparent and can be much more costly for investors than, for example, national market system (NMS) stocks.[15] And with respect to some of the changes we have made or proposed, I fear the story can be a tale of two markets, with increased transparency and oversight in the Treasury and agency securities markets,[16] but without corresponding changes to the corporate bond and municipal securities markets. The corporate bond and municipal securities markets are relied upon by both retail and institutional investors, including Americans who are approaching retirement or are already there. In the corporate bond market, trades under $100,000 account for between 60% and 70% of reported customer transactions.[17] In the municipal securities market, transactions of less than $25,000 account for more than half of the trades, and those less than $100,000 account for 87% of trades, reflecting that individual investors hold the majority of outstanding municipal bonds.[18]
Investors in these markets are incurring trading costs that far outstrip the costs of transacting in the equity markets. While estimates of trading costs can be a challenge in part due to the relative lack of transparency, academics have estimated corporate bond trading costs at around 84 basis points[19] and municipal bond trading costs as high as 90 basis points for retail-size trades.[20] Surprisingly, smaller bond transactions, which are more likely to originate from retail investors, are more expensive to complete than larger transactions - the opposite of the pattern typically observed in equity markets.[21]
One way to reduce transaction costs and improve investor outcomes would be to improve price transparency. Post-trade price transparency, via TRACE and EMMA, has been a feature of the U.S. fixed income markets, to varying degrees, since the 1990s, and there have been significant improvements over the last several years. However, fixed income markets still largely lack the pre-trade price transparency that has been a feature of the equity markets for decades. While there are some quotation data available from dealers and electronic venues, smaller dealers are less likely to have access to these data or the ability to consolidate them effectively, and they are generally not visible to the retail customer and therefore cannot be used to help the customer negotiate a better price with its dealer.[22] And post-trade information for infrequently traded bonds can be stale or even unavailable.[23] Consistent with this, research on municipal bond markets from the SEC’s Division of Economic and Risk Analysis showed that the majority of customer trades execute at worse prices than best available dealer quotes.[24]
When I discuss pre-trade transparency, I sometimes use the example of airline travel. When I am searching for a flight, I do not go to an airline website and book the flight for whatever price is offered. I start with one of the aggregation websites, which gathers all the available prices online and allows me to select the best offer. Like most people, I want to be able to see the best price available before making my purchase.
The lack of meaningful and consistent pre-trade price transparency hinders competition, increases costs, and makes it difficult for investors to assess their execution quality. This is all the more important where investors may not have the level of disclosure about the issuer that an investor would receive in the public equity markets – for example, the SEC’s Fixed Income Market Structure Advisory Committee (FIMSAC) found that investors in municipal bonds often receive information that’s over 500 days old[25] – and may be relying on bond ratings that are imperfect at best.[26] Having made some excellent progress on post-trade transparency, I hope that industry members, FINRA, the MSRB, and my colleagues at the SEC can continue to work together to advance the goal of improving pre-trade price transparency, as well.
Another way to improve investor outcomes in fixed income markets is through improved visibility into market intermediaries and trading platforms. As I alluded to earlier, the SEC has put out several proposals that would enhance oversight of these entities with respect to the Treasury and agency securities markets. These are important initiatives that have the potential to increase the resiliency of those markets, as well as providing improved investor protections. However, market intermediaries and platforms trading corporate and municipal bonds have been largely left out of these initiatives. For example, while the SEC has proposed extending the requirements of Regulation SCI to certain platforms that trade Treasuries and government securities, to date, we have not proposed applying that rule to any trading platforms that exclusively trade corporate debt or municipal securities.[27] Similarly, the most recent proposal would apply Regulation SCI to certain large broker-dealers, in particular, those that exceed a total assets threshold or a transaction activity threshold in NMS stocks, exchange-listed options contracts, Treasury securities, or agency securities. However, broker-dealer or ATS activity in corporate bond and municipal securities markets at any level would not trigger the application of Regulation SCI.[28]
Additionally, the SEC imposes operational transparency requirements on Alternative Trading Systems (ATSs) that trade NMS securities, including disclosures regarding how trading interests are handled, fee structures, the ATS’s interaction with related markets, liquidity providers, activities the ATS undertakes to surveil and monitor its market, and any potential conflicts of interest that might arise from the activities of the broker-dealer operator or its affiliates.[29] The SEC has proposed to extend these requirements to ATSs that trade Treasuries and agency securities,[30] but has not made the same proposal with respect to platforms that trade corporate and municipal bonds. The theme is the same – SEC requirements intended to protect investors are leaving behind investors in the corporate bond and municipal securities markets.
The rationale for this differing treatment has been that corporate and municipal bond markets are less electronic and rely more on manual trading than Treasury and agency securities markets.[31] While voice trading is still more prevalent in those markets, the technology for trading corporate debt and municipal securities has evolved at a rapid pace, and there is ample data indicating that those distinctions may no longer hold up.[32] I urge my colleagues at the SEC to consider providing investors in corporate and municipal bond markets – who, again, are often individuals seeking safety and reliability – with some of the same protections that we provide to investors in other asset classes.
One last, and perhaps the simplest, way to improve investor outcomes in the fixed income markets that I would like to suggest is the expansion of markup and markdown disclosures. Markups and markdowns refer to the difference between the price for the bond charged to the customer, and the price the dealer paid for that bond. Since 2018, these disclosures have been required as part of the trade confirmation for retail customers when a customer trade offsets a same-day principal trade in whole or in part.[33] These disclosures have been welcomed by investors, and many broker-dealers are now providing markup and markdown information that goes beyond the requirements of the FINRA and MSRB rules. A requirement to provide markup and markdown information for all trades, and to provide that information in advance of the transaction, rather than just on the confirmation, is a modest change that could provide even greater benefits to investors.
While I have offered some ideas today regarding possible reforms, I know that these are challenging issues requiring collaboration between investors, industry members, regulators, and academics. To that end, the SEC could consider convening roundtables or reconstituting the FIMSAC, with a diverse membership reflecting academic, investor, and industry perspectives, to grapple with some of these issues. Again, there has been considerable progress over the last few years in many aspects of fixed income market structure, and I appreciate the role industry has played in those initiatives. But, I still think we can do better for our fixed income investors.
Options Markets
Although this is the Fixed Income Forum, I hope you will also indulge me today as I spend some time discussing another asset class. Next month marks the 50th anniversary of trading in listed options, which began at CBOE in 1973.[34] On the first day, a handful of call options (no puts) were traded on sixteen stocks, on one exchange.[35] Today, there are sixteen options exchanges, with another proposed to come online this summer, and a dizzying array of listed options available to investors. While options serve an important hedging function in many institutional portfolios, the last several years have also seen an increase in retail participation.[36] The initial surge coincided with the COVID-19 pandemic and the general rise in retail trading of all types, but interest in the options market has not cooled. Total options volume was $3.4 billion in 2022, an all-time high and the third consecutive record-breaking year,[37] and volumes have continued to increase in 2023.[38]
However, while the technology and size of those markets would likely be unrecognizable to 1970s options traders, in many ways, the options markets still have a long way to go. As compared to traditional equity markets, options markets are generally less liquid, can have wider spreads and higher fees, and feature pervasive conflicts of interest. For investors, this can translate to high costs and poor outcomes. Additionally, options strategies can be incredibly risky and expose an investor to sudden and severe losses, while the associated disclosures can be difficult for even the most sophisticated investors to parse.
The SEC’s proposed Order Competition Rule is intended to increase order-by-order competition for retail orders in the equity markets.[39] However, the features of retail trading on the equity markets that have led to concerns about the lack of competition – specifically, the dominance of a handful of large market-makers internalizing orders, and conflicts of interest between market intermediaries and their customers – are even more pronounced in the options markets.[40] Not surprisingly, options markets account for by far the largest share of payment for order flow, making up about 65% of payments.[41] The Order Competition Rule would establish auctions to expose certain orders of individual investors to competition before such orders could be executed internally off-exchange.[42] The options market already includes so-called price improvement auctions; however, they operate without some of the features and protections of the proposed auctions for equity securities.
For example, options auctions provide a number of advantages to the participants – exclusively brokers – that bring the order to the auction.[43] If a broker brings an order to an auction they are often guaranteed at least 40% or 50% of the order. They can also auto-match the best prices submitted by other auction participants, allowing them to participate without competing on price.[44] Brokers also have informational advantages, due to the lack of dissemination of auction information. The initiator of the auction knows more information about the order – for example, whether it is an informed order, or not – and can benefit from that information, routing to the auction when beneficial, and executing against their own quotes otherwise. Initiating brokers also benefit from lower fees.[45] All this adds up to auctions that are less competitive than they may appear to be, and certainly not as competitive as they should be.
One potential way to improve investor outcomes in the options market would be to apply some of the features of the proposed Order Competition Rule to these existing price improvement auctions. For example, the removal of the guaranteed participation rights and auto-match provisions I just described could incentivize participants in auctions to bid more aggressively.[46] In addition, limiting asymmetric fees for brokers initiating auctions, and constraining the ability of brokers to direct the routing of options to their affiliated market-makers, could limit conflicts of interest. Better dissemination of information about the auctions could encourage participation by entities other than the conflicted brokers.[47]
Another important aspect of the recent package of equity market structure proposals is reforms to Rule 605, which requires market centers, such as exchanges, ATSs, and broker-dealer internalizers, to make monthly disclosures of standardized information concerning execution quality for orders in NMS stocks.[48] This can help investors and intermediaries understand what happens to their orders after they are submitted for execution, and how price and other execution quality measures compare across venues. Rule 605, and the recently-proposed enhancements, have been generally well-received by market participants. And yet, there is no similar requirement in the options market for entities to publish information about execution quality. Requiring options exchanges to disclose execution quality statistics in a consistent, comparable fashion could help investors assess their own execution quality and act on that information.
A third aspect of the equity market structure proposal involves access fee caps. The SEC imposes caps on the access fees that exchanges are permitted to charge for NMS equities, in order to prevent fees from constituting an excessive percentage of the share price and thereby undermining price transparency. As part of the December package, the SEC has proposed lowering the cap from 30 mils ($0.003), to no more than 10 mils ($0.001).[49] However, no such caps exist for options exchanges, and fees can run higher than an equivalent of 100 mils ($0.01) for some orders.[50] In 2010, the SEC proposed to cap transaction fees on options exchanges, explaining that it was “concerned that because of the requirements for intermarket price protection, competitive forces, by themselves, are not, and will not be, enough to prevent fees from being charged that interfere with fair and efficient access to an option exchange’s displayed prices.”[51] The proposal would also have prohibited unfairly discriminatory terms that prevent or inhibit efficient access to quotations.[52] However, the proposed amendments were never adopted. In my view, the SEC should revisit the idea of caps on access fees and a prohibition on fee discrimination, which could provide investors in the options market with similar protections to those that investors enjoy in the equity markets.
Finally, I’d like to return to the rise of retail trading in the options markets over the last several years. As I noted earlier, many retail investors, of varying levels of experience, began trading options during the COVID-19 pandemic. Options strategies can be complex and risky, and retail investors often lose money.[53] Given the risks associated with options trading, there are heightened obligations for brokers when approving options trading for retail customers. However, brokers do not always fulfill those obligations,[54] and when they do, it may look more like a click-through module than a face-to-face discussion of the features and risks. Indeed, with the rise of trading apps and other online platforms, investors can easily trade options without direct contact with their brokers.
This likely was not anticipated when the options approval rules – which require brokers to exercise due diligence when approving customers for option trading – were originally issued. At that time, the norm was that retail investors had direct contact with their brokers, who could explain the impact of particular strategies and the risks particular positions entailed. Checking a box indicating that one has reviewed the Options Disclosure Document – a dense, almost 100-page document – is not sufficient in today’s world.
The recent frustration and confusion surrounding the exercise of put options on Silicon Valley Bank and Signature Bank stocks when trading was halted demonstrated that investors of all levels of sophistication can be caught off-guard by the operation of these instruments.[55] I would like to see the SEC and FINRA revisit and strengthen the options qualifications framework, and make improvements to investor education, in light of the transformative changes of the last several decades.[56]
Options are growing in popularity, with high volumes on both the institutional and retail sides. Options can serve an important risk management purpose, but they also come with high costs and serious risks. I hope that my colleagues at the SEC, my fellow regulators, investors, academics and industry can work together, perhaps in the context of an Options Market Structure Advisory Committee, to consider some of these changes, and to work toward making the options market a more efficient and transparent place for investors of all types.
Conclusion
Equity market structure is critically important, but the equity markets aren’t the only securities markets investors rely on. The fixed income and options markets are important as well, and have historically received less attention from academics, regulators, and the public.[57] Today I’ve presented some ideas for reforms in those markets that I believe could have a significant impact on investor protection and investor outcomes. Thank you for your attention, and I look forward to your questions.
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[1] See Disclosure of Order Execution Information, Release No. 34-96493 (Dec. 14, 2022); Regulation NMS: Minimum Pricing Increments, Access Fees, and Transparency of Better Priced Orders, Release No. 34-96494 (Dec. 14, 2022); Order Competition Rule, Release No. 34-96495 (Dec. 14, 2022); Regulation Best Execution, Release No. 34-96496 (Dec. 14, 2022).
[2] See Options Clearing Corporation, Historical Volume Statistics (showing that average daily volume in options has more than doubled since 2019).
[3] See, e.g., Gunjan Banerji and Alexander Osipovich, “Free Trades, Jackpot Dreams Lure Small Investors to Options,” Wall Street Journal (June 24, 2020).
[4] SIFMA, Research Quarterly: US Fixed Income Markets – Issuance & Trading (February 22, 2023).
[5] SIFMA, Fixed Income Outstanding (accessed March 29, 2023).
[6] See FINRA, Regulatory Notice 16-39 (October 2016) (SEC Approves Rule Change to Require Reporting of Transactions in U.S. Treasury Securities to the Trade Reporting and Compliance Engine (TRACE)).
[7] Board of Governors of the Federal Reserve System, Agency Information Collection Activities: Announcement of Board Approval Under Delegated Authority and Submission to OMB, 86 FR 59716 (October 28, 2021). XXX
[8] Order Approving a Proposed Rule Change to Amend FINRA Rule 6730 (Transaction Reporting) to Enhance TRACE Reporting Obligations for U.S. Treasury Securities, Release No. 34-95635 (August 30, 2022).
[9] FINRA, Regulatory Notice 22-12 (May 2022) (FINRA Adopts Amendments to TRACE Reporting Rule to Require Identification of Portfolio Trades).
[10] FINRA, Regulatory Notice 22-17 (August 2022) (FINRA Requests Comment on a Proposal to Shorten the Trade Reporting Timeframe for Transactions in Certain TRACE-Eligible Securities From 15 Minutes to One Minute).
[11] FINRA, Regulatory Notice 22-28 (December 2022) (FINRA Adopts Amendments to Require Reporting of Transactions in U.S. Dollar-Denominated Foreign Sovereign Debt Securities to TRACE).
[12] Amendments Regarding the Definition of “Exchange” and Alternative Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities, National Market System (NMS) Stocks, and Other Securities, Release No. 34-94602 (Jan. 26, 2022); Further Definition of “As a Part of a Regular Business” in the Definition of Dealer and
Government Securities Dealer, Release No. 34-94524 (Mar. 28, 2022).
[13] Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer Protection Rule With Respect to U.S. Treasury Securities Fund Advisers, Release No. 34-95763 (Sept. 14, 2022).
[14] Regulation Best Execution, Release No. 34-96496 (Dec. 14, 2022).
[15] See, e.g., Hendrik Bessembinder, Chester Spatt, and Kumar Venkataraman, A Survey of the Microstructure of Fixed-Income Markets (February 6, 2019) (hereinafter “Bessembinder”).
[16] “Agency securities” refers to debt and mortgage-backed securities issued by U.S. government agencies.
[17] Bessembinder at 15. TRACE and EMMA lack information on customer types, so determining the precise proportions of retail and institutional traders is not possible. $100,000 is an often-used proxy for retail size trades.
[18] Id. at 17.
[19] Id. at 22.
[20] Id. at 23.
[21] Id. at 25.
[22] Id. at 31-32.
[23] Louis Craig, Abby Kim, and Seung Won Woo, Pre-trade Information in the Corporate Bond Market (October 2020).
[24] Louis Craig, Abby Kim, and Seung Won Woo, Pre-trade Information in the Municipal Bond Market (July 2018). In contrast, dealer orders typically trade close to the best prices.
[25] Fixed Income Market Structure Advisory Committee, Preliminary Recommendation Regarding Timeliness of Financial Disclosures in the Municipal Securities Market (Feb. 2020).
[26] See, e.g., Francesco Sangiorgo, Chester S. Spatt, The Economics of Credit Rating Agencies (October 2017) (describing conflicts of interest, lack of transparency into methodology, and other concerns related to credit rating agencies).
[27] Regulation Systems Compliance and Integrity, Release No. 34-97143 (Mar. 15, 2023).
[28] Under the proposal, an entity’s corporate or municipal securities activity alone would not qualify it as an SCI entity, although if a broker-dealer or ATS qualifies on another basis (i.e., activity or market share in other asset classes) its systems for trading corporate and municipal bonds would also be covered. Id.
[29] 17 CFR § 242.304.
[30] See Amendments Regarding the Definition of “Exchange” and Alternative Trading Systems (ATSs) That Trade U.S. Treasury and Agency Securities, National Market System (NMS) Stocks, and Other Securities, Release No. 34-94062 (Jan. 26, 2022).
[31] SeeRegulation Systems Compliance and Integrity, Release No. 34-73639 (Nov. 19, 2014) at 70-71.
[32] See,e.g.,SIFMA Insights: US Fixed Income Market Structure Primer(July 2018) (discussing several different types of fixed-income markets, noting that the historically quote-driven voice broker market structure has moved to accommodate limit order book protocols in the intradealer markets and request-for-quote (“RFQ”) protocols in the dealer-to-client markets; and assessing that “Current growth [in the dealer-to-client markets] is enabling the total growth in overall electronification percentages: UST 70%, Agency 50%, Repos 50%, IG Corporates 40% and HY Corporates 25%”);seealsoAnnabel Smith,Pandemic sees electronic fixed income trading skyrocket in 2021, The Trade (Mar. 3, 2021); Municipal Securities Rulemaking Board,Characteristics of Municipal Securities Trading on Alternative Trading Systems and Broker’s Broker Platforms(Aug. 2021) (discussing volume on ATSs and broker’s broker platforms from 2016-2021).
[33] SeeOrder Approving SR-FINRA-2016-32, Release No. 34- 79346 (November 17, 2016); Order Approving SR-MSRB-2016-12, Release No. 34-79347 (November 17, 2016).
[34] Option Strategist, Celebrating 50 Years of Listed Option Trading at the CBOE (accessed March 29, 2023).
[35] Id.
[36] See, e.g., Gunjan Banerji and Alexander Osipovich, “Free Trades, Jackpot Dreams Lure Small Investors to Options,” Wall Street Journal (June 24, 2020).
[37] Markets Media, CBOE Options Trading Hits Third Consecutive Annual Record (Jan. 6, 2023).
[38] See, e.g., Eric Wallerstein, “Options Trading Breaks Daily Record” Wall St. Journal (February 2, 2023).
[39] Order Competition Rule, Release No. 34-96495 (Dec. 14, 2022).
[40] Internalization in the options markets takes a different form than in the equity markets, because all orders in options must trade on an exchange. Thus, there is no off-exchange internalization, but internalization still takes place because brokers are able to or steer their order flow to an exchange where they can act through an affiliated market maker who can obtain a guaranteed allocation. Thomas Ernst, Chester S. Spatt, Payment For Order Flow and Asset Choice (Mar. 2022) at 27 (hereinafter “Ernst”); see also Staff Report on Equity and Options Market Structure Conditions in Early 2021 (October 14, 2021) at n. 37 (“Consolidators may be affiliated with, or have an arrangement with, an options market maker. Options exchanges offer consolidators the ability to “direct” orders to an affiliated market maker, and the market maker gets a guaranteed allocation (e.g., 40%) if they are quoting at the best price.”).
[41] Ernst at 40.
[42] Order Competition Rule, Release No. 34-96495 (Dec. 14, 2022).
[43] See Terrence Hendershott, Saad Khan, Ryan Riordan, Option Auctions (May 18, 2022) at 7 (hereinafter “Hendershott”).
[44] Id.
[45] Id.
[46] Id.
[47] Ernst at 27.
[48] See 17 CFR §242.605; Disclosure of Order Execution Information, Release No. 34-96493 (Dec. 14, 2022).
[49] Regulation NMS: Minimum Pricing Increments, Access Fees, and Transparency of Better Priced Orders, Release No. 34-96494 (Dec. 14, 2022). Under the proposal, stocks with a minimum tick size of 0.1 cents tick would have an access fee cap of 5 mils ($0.0005).
[50] See CBOE, Cboe Options Exchange Fee Schedule (Mar. 21, 2023). Fees are generally listed on a per-contract basis; $1.00 per contract is equivalent to 100 mils per share.
[51] See Proposed Amendments to Rule 610 of Regulation NMS, Release No. 34-61902 (Apr. 14, 2010).
[52] Id.
[53] See, e.g., Tim de Silva, Kevin Smith, Eric C. So, Losing is Optional: Retail Option Trading and Earnings Announcement Volatility (Mar. 29, 2022).
[54] See, e.g., FINRA, FINRA Orders Record Financial Penalties Against Robinhood Financial LLC (Jun. 30, 2021) (fine levied on broker-dealer for “thousands of customers…approved to trade options even when it was not appropriate for the customers to do so.”).
[55] Commissioner Caroline A. Crenshaw, Statement on Retail Options (March 17, 2023).
[56] I am also thinking about the implications of this phenomenon more broadly, particularly the potential for systemic consequences where increased numbers of retail investors are using leveraged investment strategies subject to margin calls that they may not be able to meet. See Commissioner Caroline A. Crenshaw, Assessing the Unknown (Sept. 24, 2021). Additionally, I am considering the potential risks associated with the growth of risky short-term strategies like zero-day-to-expiration options, in particular where options on individual equities may offer expiration dates outside the normal cycle.
[57] See, e.g., Bessembinder at 2 (“In general, fixed-income trading has been the focus of less research attention as compared to equity market trading, despite the fact that fixed-income markets are substantially larger and account for more capital raising as compared to equity markets”); Hendershott at 24 (“The literature on the structure of electronic trading in the options market is limited.”).
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3/29/2023
https://www.brokeandbroker.com/6949/prince-morgan-stanley-code/
I make mistakes. You make mistakes. We all make mistakes. It's part of what makes us human. In a recent regulatory settlement, FINRA concedes that a rep "mistakenly believed" he could enter certain customers' trades under his individual rep number rather than a joint number. Notwithstanding the unintentional and inadvertent nature of the rep's mistaken conduct, FINRA still charged him with "falsifying the representative code," and then imposed both a fine and a suspension.
Essex County Woman Admits Role in $25 Million Securities Fraud Scheme Involving Blockchain Technology Company (DOJ Release)
https://www.justice.gov/usao-nj/pr/essex-county-woman-admits-role-25-million-securities-fraud-scheme-involving-blockchain
In the United States District Court for the District of New Jersey, an Indictment was filed charging Edith Pardo, 70, with one count of conspiring to commit wire fraud, three counts of wire fraud, and one count of securities fraud in connection with a blockchain technology company.
https://www.justice.gov/d9/2023-03/pardo.indictment.pdf As alleged in part in the DOJ Release:
Through CG Blockchain Inc. and BCT Inc., Pardo and her co-defendant, Boaz Manor, touted a product called ComplianceGuard, which purportedly provided hedge funds with a blockchain-based auditing tool. Before starting these entities, Manor was convicted and served a prison sentence in Canada for crimes stemming from his previous role as a hedge fund manager. While raising money for these new entities, Pardo helped Manor – who changed his appearance and used aliases – hide his true identity and criminal past from investors.
Pardo acted as the face of the entities and, with Manor, told prospective investors that Pardo was independently wealthy and provided millions of dollars in seed money, when in fact, she was neither wealthy nor an investor. Pardo and Manor also falsely claimed that: Pardo was the sole owner of the entities; “Shaun MacDonald” (one of Manor’s aliases) was merely a consultant; a team of well-credentialed executives ran the entities; and multiple hedge funds were paying millions of dollars in fees to use ComplianceGuard. In reality, the entities had no real executives, collected no fees, and ComplianceGuard was barely distributed or used.
In 2017, Pardo and Manor relied on many of the same misrepresentations to raise over $25 million through an initial coin offering, or ICO, for a new product called Blockchain Terminal that purportedly allowed hedge funds and financial institutions to trade and manage cryptocurrency. But after investors began to learn about Manor’s true identity and criminal past, Manor admitted to hiding this information to avoid destroying his new companies.
Manor is currently a fugitive.
New Jersey Man Pleads Guilty to Conspiring with Someone Posing as DEA Agent to Defraud Victim of Gold (DOJ Release)
https://www.justice.gov/usao-ma/pr/new-jersey-man-pleads-guilty-conspiring-someone-posing-dea-agent-defraud-victim-gold
In the United States District Court for the District of Massachusetts, Gaurang Contractor pled guilty to one count of conspiracy to commit wire fraud. As alleged in part in the DOJ Release:
A man posing as an agent for the U.S. Drug Enforcement Administration (DEA) who referred to himself as “Oscar White,” contacted a victim in early August 2022 and told the victim that her bank accounts had been “compromised” by drug dealers. “Oscar White” directed the victim to convert her life savings to gold. “Oscar White” provided the victim with the name of a jewelry store in Hadley, Mass. where the victim could purchase gold. “Oscar White” then directed the victim to leave the gold in her unlocked vehicle and promised to send a “court officer” to pick up the gold for safekeeping by the DEA. The victim became suspicious and contacted law enforcement.
On Aug. 8, 2022, Contractor, unaware that the victim had contacted law enforcement, drove from New Jersey to Hadley, Mass, and conducted surveillance at the jewelry store. Unbeknownst to Contractor, a law enforcement officer, posing as the victim, entered the jewelry store and completed a sham transaction for two buckets worth of gold. Contractor followed the victim’s vehicle containing fake gold to a nearby parking lot. Upon arriving at the meeting location in the parking lot, Contractor removed the two buckets he believed to contain gold from the victim’s vehicle and placed them in his own car. He was subsequently arrested.
SEC Charges Private Fund Auditor and Audit Engagement Partner with Improper Professional Conduct (SEC Release)
https://www.sec.gov/news/press-release/2023-65
Without admitting or denying the findings in an SEC Order
https://www.sec.gov/litigation/admin/2023/34-97216.pdf , audit firm Spicer Jeffries LLP and audit engagement partner Sean P. Tafaro consented to the finding that they engaged in improper professional conduct; and, further, Spicer Jeffries agreed to be censured and to implement undertakings to retain an independent consultant to review and evaluate certain of its audit, review, and quality control policies and procedures; and Tafaro agreed to be suspended from appearing and practicing before the SEC as an accountant with the right to apply for reinstatement after one year. As alleged in part in the SEC Release:
[D]uring the audit planning stages, Spicer Jeffries and Tafaro assessed that valuation of investments was a significant fraud risk but did not implement the planned audit approach to respond to the risk. The order further finds that Spicer Jeffries and Tafaro failed to obtain sufficient audit evidence about the method of measuring fair value, the valuation models, and whether alternative valuation assumptions were considered. According to the order, due to these failures and others, Spicer Jeffries and Tafaro did not exercise due care, including professional skepticism. The order also finds that Spicer Jeffries’ deficient system of quality control led to failures to adhere to professional auditing standards.
SEC Charges Crypto Trading Platform Beaxy and its Executives for Operating an Unregistered Exchange, Broker, and Clearing Agency / Market makers separately charged as unregistered dealers (SEC Release)
https://www.sec.gov/news/press-release/2023-64
Without admitting or denying the allegations in an SEC Complaint filed in the United States District Court for the Northern District of Illinois
https://www.sec.gov/litigation/complaints/2023/comp-pr2023-64.pdf,
- Windy Inc., Randolph Bay Abbott, and Nicholas Murphy agreed to pay a total of $79,200 in civil penalties; Peterson agreed to pay a civil penalty of $6,600;
- Braverock Investments LLC, Future Digital Markets Inc., Windy Financial LLC, Future Financial LLC (collectively "the Braverock Entities") agreed to jointly and severally pay a penalty of $80,000;
- Windy agreed to pay $10,779 in disgorgement plus prejudgment interest,
- the Braverock Entities agreed to jointly and severally pay $52,000 in disgorgement plus prejudgment interest; and
- Windy, Murphy, Abbott, and Brian Peterson will undertake, in part, the ceasing all activities as an unregistered exchange, clearing agency, broker, and dealer; shutting down the Beaxy Platform; providing an accounting of assets and funds for the benefit of customers; transferring all customer assets and funds to each respective customer; and destroying any and all BXY in Windy’s possession.
The SEC litigation continues against Artak Hamazaspyan for securities fraud; and against Hamazaspyan and Beaxy Digital, Ltd for the unregistered offering of the Beaxy token ("BXY"). As alleged in part in the SEC Release:
[S]ince October 2019, Nicholas Murphy and Randolph Bay Abbott, through the company they managed, Windy Inc., maintained and provided the Beaxy Platform as a web-based trading platform that facilitated buying and selling of crypto assets that were offered and sold as securities. The complaint alleges that Windy, through the Beaxy Platform, violated the Securities Exchange Act of 1934 because it:
-
- Brought together the orders for securities of multiple buyers and sellers using established, non-discretionary methods under which such orders interacted, and the buyers and sellers entering such orders agreed to the terms of a trade, and thus should have registered as an exchange;
- Acted as an intermediary in making payments and deliveries upon matching sell and buy orders and maintained custody of customer assets, and thus should have registered as a clearing agency; and
- Was regularly engaged in the business of effecting transactions for the account of others in crypto assets that were offered and sold as securities, and thus should have registered as a broker.
The SEC’s complaint also alleges that, after Murphy and Abbott convinced Hamazaspyan to resign following the unregistered offering of BXY and the misappropriation of investor assets, the two continued the operation of the Beaxy Platform through Windy, and as such are also liable for operating an unregistered exchange, broker, and clearing agency.
Additionally, the complaint alleges that, in December 2019, Windy entered into an agreement with Brian Peterson and his companies — Braverock Investments LLC, Future Digital Markets Inc., Windy Financial LLC, Future Financial LLC (collectively, the Braverock Entities) — to provide market making services for BXY, and in May 2020, one of these companies entered into a similar market making agreement for another crypto asset security. By doing so, the complaint alleges that Peterson and the Braverock Entities acted as unregistered dealers.
Testimony at Hearing before the Subcommittee on Financial Services and General Government by SEC Chair Gary Gensler
https://www.sec.gov/news/testimony/gensler-testimony-subcommittee-financial-services-and-general-government-032923
Good afternoon, Chair Womack, Ranking Member Hoyer, and members of the Subcommittee. Thank you for inviting me to testify today on the Securities and Exchange Commission’s Fiscal Year (FY) 2024 budget request. As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow Commissioners or the SEC staff.
Protecting the Public for 90 Years
The SEC is critical to the American public. For 90 years, the federal securities laws—and our work to oversee them—have played a crucial role in good times and in times of stress. These laws, the first of which was enacted in 1933, benefit investors, issuers ranging from startups to multinational corporations, and the markets in the middle. The core principles of U.S. securities markets regulation have contributed to America’s economic success and geopolitical standing around the globe.
This agency’s clients are the 330 million Americans, your constituents who invest in their 401(k)s and IRAs, trade through brokerage apps, take out mortgage or auto loans, or use robo-advisers. They’re also Americans accessing the capital markets to fund their businesses from small to large, their new ideas and innovations. We oversee broker-dealers, stock exchanges, clearinghouses, mutual funds, asset managers, and public company issuers, among other participants in our financial markets.
It’s for the investing public and issuers that our staff must continue to drive efficiencies, help protect for financial stability, and modernize our rulesets for today’s $100 trillion capital markets as well as today’s technologies, in a manner consistent with our Congressional authorities.
Growth and Change in the Markets
We’ve seen tremendous growth and change in our markets. More people than ever are participating—trading and using tools and technologies that were unavailable even a few years ago.
For example, from 2017 to 2022, the number of clients of registered investment advisers grew 60 percent from 34 million to 53 million. During that same period, average daily trading in the equity markets more than doubled from more than 30 million transactions to more than 77 million.
Technology is rapidly transforming our markets and business models. These changes range from electronic trading and the cloud to artificial intelligence and predictive data analytics, just to name a few. There has been dynamic change in communications to and among investors, from Reddit forums to celebrity influencers. Further, we’ve seen the Wild West of the crypto markets, rife with noncompliance, where investors have put hard-earned assets at risk in a highly speculative asset class.
Such growth and rapid change also means more possibility for wrongdoing. As the cop on the beat, we must be able to meet the match of bad actors. Thus, it makes sense for the SEC to grow along with the expansion and increased complexity in the capital markets.
I am proud of this agency. I am proud of our dedicated staff. It has done remarkable work with limited resources. With funding to meet the scale of our mission, we can be an even stronger advocate for the American public—investors and issuers alike.
Further, while recent market volatility raises many important issues for policymakers and the American public, it is also a reminder of the SEC’s need to be adequately resourced.
Budget Request
I am pleased to support the President’s FY 2024 request of $2.436 billion for the SEC, to put us on a better track for the future.
To put this in context, with this committee’s help, FY 2023 funding for the first time brought the agency’s staffing back above where we were seven years ago. The SEC now is approximately three percent larger than it was in FY 2016. Meanwhile, the demands on our talented staff have grown dramatically.
The agency’s oversight function is vast. In addition to the approximately 40,000 entities I mentioned above, we oversee credit rating agencies, the Public Company Accounting Oversight Board, the Financial Industry Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investor Protection Corporation, and the Financial Accounting Standards Board.
In FY 2023, the number of positions funded by Congress was 5,303, a much-needed increase of 400. We’re now in the process of filling those positions. The FY 2024 request seeks funding for an additional 170 positions, as well as full-year funding for those staff hired in FY 2023. Considering full-time equivalents (FTEs)—or actual time worked—the FY 2024 request would support 5,139 FTEs.
As this committee considers its work, it’s worth noting the SEC’s funding is deficit-neutral; appropriations are offset by transaction fees.
The SEC has 30 Divisions and Offices across our 11 regional locations and Washington, D.C., headquarters. I’m summarizing below the budget requests for our six Divisions and will briefly touch on technology and real estate. For further details as well as a review of the other offices of the SEC, please reference the FY 2024 Congressional Budget Justification.[1]
Full-time equivalents (FTEs) at the SEC and in individual Divisions. Overall SEC FTEs include all Offices and Divisions.
Enforcement and Examinations
The Divisions of Enforcement and Examinations account for about half of the SEC’s staff. Without examination of compliance with and enforcement of our rules and laws, we can’t instill the trust necessary for our markets to thrive. Stamping out fraud, manipulation, and abuse lowers risk in the system. It protects investors and reduces the cost of capital. The whole economy benefits from that.
Division of Enforcement
The SEC received more than 35,000 separate tips, complaints, and referrals from whistleblowers and others in FY 2022. To give context, this is more than double the number we received in FY 2016.
During the same period, the Division shrank five percent.
Even with limited resources, the Division brought more than 750 enforcement actions in FY 2022, a nine percent increase over the prior year. Our actions resulted in orders for $6.4 billion in penalties and disgorgement.
Meanwhile, rapid technological innovation in the financial markets has led to misconduct in emerging and new areas, not least in the crypto space. Addressing this requires new tools, expertise, and resources.
The additional staff will provide the Division with more capacity to meet these challenges, investigate misconduct on a larger scale, and accelerate the pace of enforcement investigations to resolution.
This year’s request would grow the team and get the Division to just four percent more than it was in FY 2016.
Division of Examinations
The Division of Examinations serves on the front lines to help ensure firms comply with the law.
In FY 2022, we conducted more than 3,000 examinations across our tens of thousands of registrants, from investment advisers to broker-dealers to exchanges, to ensure they are following their legal obligations to customers, including seniors and other vulnerable investors.
Importantly, the Division is the first line of defense for the investing public relying on investment advisers. Meanwhile, their numbers have grown significantly in the last five years. Registered investment advisers grew by 22 percent—to about 15,000, up from approximately 12,500 in 2017. During the same period, the number of private funds increased by 50 percent to approximately 50,000. This stretches thin the limited resources of the Division.
Further, we work in parallel with self-regulatory organizations to examine registered broker-dealers; in each of the last five years, we jointly examined nearly half of them—even as the number of daily transactions in the equity markets more than doubled.
Our FY 2024 request would help the Division grow to 1,144 FTEs, allowing it to keep pace with the market challenges of the last decade. The majority of this increase relates to full-year funding for those staff positions authorized and hired in FY 2023.
These additional resources would strengthen the Division’s ability to protect American families by addressing risks in the crypto markets, cyber and information security, and the resiliency of critical market infrastructure.
Programmatic Divisions
Next, I will turn to our three programmatic Divisions.
Corporation Finance
The Division of Corporation Finance oversees the disclosures of public companies so that investors can make informed investment decisions. It’s important for investors to receive useful, timely, and accurate disclosure.
During the last three years alone, the number of reporting companies the Division oversees has increased by 18 percent to 7,836, primarily due to initial public offerings. In addition, merger activity has more than tripled 2020 levels in the last two fiscal years. In contrast, the Division’s staff is still approximately 17 percent below FY 2016.
Today’s budget request would grow the team to 454 FTEs. With this increase, the Division still would be five percent smaller than it was in FY 2016. Nonetheless, additional resources would allow the Division to serve investors more ably as markets grow and evolve.
Investment Management
The Division of Investment Management oversees the funds and advisers that steward nest eggs for millions of American investors.
It oversees more than 30,000 registered entities, including approximately 16,000 registered funds and 15,000 investment advisers.
As discussed earlier, we’ve seen significant growth in the number of investment advisers and private funds. Further, the assets managed just by private funds, now at approximately $25 trillion in gross assets, have surpassed the size of the entire U.S. commercial banking industry of approximately $23 trillion.
Overall, the combined assets managed by registered investment companies, private funds, and separately managed accounts the Division oversees has surpassed $100 trillion. Given this growth in the markets, we’ve asked for funding to support 238 FTEs.
Trading and Markets
The Division of Trading and Markets serves on the front line for maintaining fair, orderly, and efficient markets. Market monitoring and supervision are essential parts of the Division’s activity—especially during times of market stress.
The markets and the market participants we oversee represent a significant and growing number of market transactions as well as volume of trades. The Division oversees more than 3,500 broker-dealers, 24 national securities exchanges, 99 alternative trading systems, 50 securities-based swap dealers, and seven active registered clearing agencies, among other entities. Further, the Division is responding to an increasing number of public inquiries, up by more than 67 percent since FY 2019 to approximately 20,000 inquiries in FY 2022.
In FY 2024, we’ve requested 309 FTEs to support this important function of the Commission.
Economic Risk and Analysis
Economic analysis is critical to all of the agency’s work. The Division of Economic and Risk Analysis supports the Commission in every role, whether it’s enforcement or examinations, monitoring the markets, or rulemaking.
In the Enforcement context, the Division’s staff is instrumental in identifying potential wrongdoing, assessing ill-gotten gains, and working to return funds to harmed investors.
The Division’s economists are involved in every aspect of the agency’s rulemaking.Proposing and adopting releases include economic analyses related to efficiency, competition, and capital formation. Those analyses are included in proposing releases that are put out for public comment, and staff throughout the agency actively engages with the public to receive input, including on the economic analyses.
FY 2023 has gotten us to modestly above where we were in 2016 for FTEs. Given the critical nature of the Division’s work, though, for FY 2024, we’ve asked for funding to support 198 FTEs.
Additional Matters
Technology
We live in transformational times. The amount of data analysis that the SEC processes in the Division of Enforcement alone has grown 20 percent year over year for the last three years. Cyber threats have placed our financial sector on high alert. As technologies evolve, it is important that the SEC’s information technologies follow suit.
Thus, we have requested $393 million to support the Commission’s data analysis, cybersecurity, and other IT needs. This request assumes full use of an additional $50 million from the SEC Reserve Fund for multi-year IT projects and programs. To put these figures in context, this spending is dwarfed by what some of the biggest market participants spend in a month on technology.
Real Estate
Another important part of our budget is for offices and leases. We have offices in Washington, D.C., and 11 other places. The total cost in FY 2023 was five percent of our budget.
Over the years, we’ve worked with the General Services Administration (GSA) to rightsize our leasing footprint. In the last nine years, we have shed 140,000 rentable square feet across our facilities. We are in the process of shedding another 30,000 rentable square feet in our San Francisco and Fort Worth regional offices.
Further, we are preparing to vacate one of our three headquarters buildings in Washington, D.C., by the end of this fiscal year, resulting in a reduction of 210,000 square feet of space and approximately $14 million per year in savings.
With the finalization of a new Collective Bargaining Agreement, we look forward to reassessing our facility needs and working with GSA on efforts to relinquish additional space it deems marketable in the coming years.
Conclusion
Nearly two years into this role, I am grateful to work alongside this remarkable staff and my fellow Commissioners to help maintain America’s capital markets—the best in the world. We can’t take our leadership in capital markets for granted, though.
The SEC is working hard day in and day out to keep pace with the dramatic growth and change in the markets. This FY 2024 budget request would give the agency resources to better protect the American public.
I thank the Committee for providing me the opportunity to summarize this budget request.
I am pleased to take your questions.
[1] See Securities and Exchange Commission, “Fiscal Year 2024 Congressional Budget Justification” (March 10, 2023), available at https://www.sec.gov/files/fy-2024-congressional-budget-justification_final-3-10.pdf.
Staff statement regarding the risk legend used by non-transparent exchange-traded funds operating in reliance of an exemptive order under the Investment Company Act of 1940 (Division of Investment Management Staff)
https://www.sec.gov/news/statement/im-staff-statement-etf-032923
Oh my!!! What a captivating headline!!!! Can't wait for HBO to make this into a spellbinding television series. Come to think of it, maybe I'll wait for the release of the drama and then stream it rather than plow through all the Staff's prose.
To date, the Commission has granted exemptive relief to a number of sponsors to operate actively managed ETFs that do not provide daily portfolio transparency (non-transparent ETFs).[1] Under the terms of its exemptive relief, each non-transparent ETF uses in its prospectus, fund website and any marketing materials a risk legend (“Risk Legend”) to highlight for investors the differences between the non-transparent ETF and fully transparent actively managed ETFs as well as certain costs and risks unique to non-transparent ETFs.
The exemptive orders state that “unless otherwise requested by the staff of the Commission,” each non-transparent ETF must use the specific Risk Legend.[2] The staff has become aware of potential space limitations in certain digital advertisements (e.g., small banner ads) that make it impracticable to use the legend as worded and formatted in the exemptive orders. Therefore, the staff, pursuant to the exemptive orders, requests that, in digital advertisements, non-transparent ETFs use either the text and formatting of the Risk Legend as set forth in their exemptive order or the following text and formatting (see bolding below without bullets):[3]
This ETF is different from traditional ETFs – traditional ETFs tell the public what assets they hold each day; this ETF will not. This may create additional risks. For example, since this ETF provides less information to traders, they may charge you more money to trade this ETF’s shares. Also, the price you pay to buy or sell ETF shares on an exchange may not match the value of the ETF’s portfolio. These risks may be even greater in bad or uncertain markets. See the ETF prospectus for more information.
[1] See, e.g., T. Rowe Price Associates, Inc. and T. Rowe Price Equity Series, Inc., Investment Company Act Release Nos. 33685 (Nov. 14, 2019) (notice) (“T.Rowe Notice”) and 33713 (Dec. 10, 2019) (order); Fidelity Beach Street Trust, et al., Investment Company Act Release Nos. 33683 (Nov. 14, 2019) (notice) and 33712 (Dec. 10, 2019) (order); Natixis ETF Trust II, et al., Investment Company Act Release Nos. 33684 (Nov. 14, 2019) (notice) and 33711 (Dec. 10, 2019) (order); Blue Tractor ETF Trust and Blue Tractor Group, LLC, Investment Company Act Release Nos. 33682 (Nov. 14, 2019) (notice) and 33710 (Dec. 10, 2019) (order); Invesco Capital Management LLC, et al., Investment Company Act Release Nos. 34087 (Nov. 6, 2020) (notice) and 34127 (Dec. 2, 2020) (order). See also, e.g., Precidian ETFs Trust, et al., Investment Company Act Release Nos. 33440 (Apr. 8, 2019) (notice) and 33477 (May 20, 2019) (order). This IM staff statement also applies to future non-transparent ETF orders that include the same Risk Legend (as defined below) requirement.
[2] See, e.g., T.Rowe Notice at 12.
[3] The exemptive orders also contain certain requirements regarding the placement of the Risk Legend. See, e.g., id at 12. Nothing herein is intended to alter these requirements.
FINRA Censures and Fines Firm for Material Changes to Private Placements
In the Matter of Baker Tilly Capital, LLC, Respondent (FINRA AWC 2019063881901)
https://www.finra.org/sites/default/files/fda_documents/2019063881901
%20Baker%20Tilly%20Capital%2C%20LLC%20CRD%20No.
%20115333%20AWC%20gg.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue Baker Tilly Capital, LLC submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Baker Tilly Capital, LLC has been a FINRA member firm since 2001 with about 40 registered representatives at eight branches. In accordance with the terms of the AWC, FINRA imposed upon Baker Tilly Capital, LLC a Censure and $90,000 fine. As alleged in part in the AWC [Ed: footnote omitted]:
In 2019, BTC served as the private placement agent for two related private placements (the offering). The offering raised funds for a real estate development in a federally designated qualified opportunity zone. Investments in qualified opportunity zones may provide tax benefits to investors, so long as their investment occurs within a certain time period and satisfies other conditions.
In March 2019, the original private placement memorandum (PPM) for the offering stated that a closing would not occur until the offering met a minimum contingency of $16 million in investor subscriptions.
However, the issuer amended the PMM in June 2019 to state that an initial closing of approximately $6 million would take place later that month. The issuer conducted the June closing so that certain investors would not lose the tax benefits of their investment. Because the early closing was a material change to the terms of the offering, BTC was required to, but did not, terminate the offering and return investor funds at that time.
Additionally, amendments to the PPM in June and August 2019 provided for the first time that, in addition to investor subscriptions, alternative funding sources obtained by the manager of the offering could count toward the minimum contingency amount. The alternative funding could include deferred developer fees, a construction loan, and other sources not involving investor subscriptions. Again, because this was a material change
to the terms of the offering, BTC was required to, but did not, terminate the offering and return investor funds at that time. Ultimately, the issuer conducted a closing in August 2019 with only $10.925 million in investor subscriptions, including $2.95 million raised for the June closing, below the required $16 million minimum contingency.
Therefore, Respondent willfully violated Exchange Rule 10b-9 and FINRA Rule 2010.
FINRA Fines and Suspends Rep For Private Securities Transaction
In the Matter of Olivier Robert Gillier, Respondent (FINRA AWC 2020068113401)
https://www.finra.org/sites/default/files/fda_documents/2020068113401
%20Andrew%20J.%20Grant%20CRD%202709882%20AWC%20vr.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue Olivier Robert Gillier submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Olivier Robert Gillier was first registered in 1999, and from August 2013 to April 2021, he was registered with Tigress Financial Partners, LLC. In accordance with the terms of the AWC, FINRA imposed upon Gillier a $15,000 fine and a 12-month suspension from associating with any FINRA member in all capacities. As alleged in part in the AWC:
In July 2015, Gillier made a capital contribution of $300,000 in exchange for Class A membership interests in an LLC formed for the purpose of purchasing and managing a building in New York. Gillier also facilitated the investments of three individuals, one of whom was a Tigress customer, who invested a total of more than $2 million in Class B membership interests in the LLC. The right to manage and control the business of the LLC was vested exclusively in a managing member. Neither Gillier nor the Class B investors had any role in the operation or management of the building. Class A and Class B members expected to share in the potential profits of the LLC according to their membership percentages as defined in the LLC's operating agreement. These Class A and Class B membership interests in the LLC were investment contracts that were securities. During the relevant period, Tigress's Written Supervisory Procedures stated that employees were "not permitted to engage in private securities transactions. . . without prior approval"
Gillier's involvement in the LLC was outside the scope of his employment with Tigress. Gillier did not provide prior written notice to Tigress before investing in the LLC or facilitating the investments of the Class B investors. Gillier also falsely certified on the firm's 2016 and 2017 annual compliance attestations that he had not engaged in any private securities transactions that had not been previously disclosed to the firm.
Therefore, Gillier violated FINRA Rules 3280 and 2010.
FINRA Fines and Suspends Rep For Discretionary Trades
In the Matter of Andrew J. Grant, Respondent (FINRA AWC 2020068113401)
https://www.finra.org/sites/default/files/fda_documents/2020068113401
%20Andrew%20J.%20Grant%20CRD%202709882%20AWC%20vr.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue Andrew J. Grant submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Andrew J. Grant was first registered in 1997, and by 2012, he was registered with Laidlaw & Company (UK) LTC. The AWC asserts in part under "Background" that [Ed: footnote omitted]:
On January 17, 2020, FINRA accepted an AWC in which Grant consented to the entry of findings that he violated NASO Rule 2510(b) and FINRA Rule 2010 by effecting transactions in 13 customer accounts, using discretion without the customers' prior written authorization and without his firm accepting the accounts as discretionary in writing. The A WC suspended Grant from associating with any FINRA member in all capacities for 15 business days and imposed a $5,000 fine.
In accordance with the terms of the AWC, FINRA imposed upon Grant a $10,000 fine and a one-month suspension from associating with any FINRA member in all capacities. As alleged in part in the AWC:
From October 22, 2021 through April 19, 2022, Grant exercised discretionary authority for at least 102 trades in four customers' brokerage accounts. These four customers did not provide prior written authorization for Grant to exercise discretion in their accounts. Additionally, Laidlaw did not accept any of the customer accounts as discretionary accounts.
Therefore, Grant violated FINRA Rules 3260(b) and 2010.
= = =
3/28/2023
United States of America, v. Samuel Bankman-Fried a/k/a "SBF," Defendant (Superseding Indictment)
https://brokeandbroker.com/PDF/SupersedIndictSBF230328.pdf
Ronald H. Filler Institute for Financial Services Law
https://www.nyls.edu/academics/specialty-areas/centers-and-institutes/center-for-business-and-financial-law/filler-institute/
SPECIAL PROGRAM ON FINANCIAL SERVICES LAW
(TUESDAY, APRIL 11, 2023)
New York Law School, Auditorium
185 West Broadway, New York, NY 10013
These are in-person events.
Live streaming will not be available.
COST: Free of charge
RSVP: www.nyls.edu/fillerrsvp
Host: Ronald H. Filler, Professor of Law, Emeritus, New York Law School
Speaker: Rostin Behnam,Chairman, Commodity Futures Trading Commission
Panel on Navigating Bank Distress / 1:30 p.m.–2:45 p.m.
Fireside Chat With Rostin Behnam / 3.:00 p.m.–4:00 p.m
RECEPTION
Financial Professionals Coalition, Ltd. JOIN TODAY -- FREE MEMBERSHIP (BrokeAndBroker.com Blog)
https://www.brokeandbroker.com/6938financial-professionals-coalition/
The Financial Professionals Coalition, Ltd. is a diverse resource for over 1.2 million registered representatives, associated persons, traders, bankers, back-office staff, and owners of broker-dealers and registered investment advisors. The Coalition provides courtesy consultations with industry experts. Membership is free.
https://www.brokeandbroker.com/6941/filler-finra-financial-professionals-coalition/
The Financial Professionals Coalition, Ltd. endorses a letter to FINRA authored by Ronald Filler, Esq, who is a Co-Founder of the Coalition, Professor Emeritus/Chair of the Ronald H. Filler Institute for Financial Services Law at New York Law School, and a Public Director of the National Futures Association (“NFA”). Filler petitions FINRA to eliminate the requirement that persons seeking to be employed in the securities industry must be sponsored by a Member Firm before they are allowed to take the Series 7 registration exam.
Recidivist Fraudster Pleads Guilty To $40 Million Ponzi Scheme / Franklin Ray Also Pled Guilty to SBA Loan Fraud and Another Fraud Scheme (DOJ Release)
https://www.justice.gov/usao-sdny/pr/recidivist-fraudster-pleads-guilty-40-million-ponzi-scheme
In the United States District Court for the Southern District of New York, Franklin Ray pled guilty to four counts of wire fraud, including one count of wire fraud while released under conditions of bail and two counts of wire fraud affecting a financial institution, and one count of aggravated identity theft. Also, Ray agreed to forfeit $42,128,912 and pay restitution. Previously, Ray was convicted in the United States District Court for the Eastern District of Michigan of wire fraud and bank fraud, and was released from prison in 2010. As alleged in part in the DOJ Release:
Beginning in at least June 2021, FRANKLIN RAY began to offer investors an opportunity to invest in his trucking and logistics company, CSA Business Solutions LLC (the “Truck Investment Scheme”). Specifically, RAY and the investors entered into contracts pursuant to which CSA Business Solutions LLC would procure and operate a truck in its trucking business for each $20,000 contributed by the investor. RAY told investors that the trucks would perform delivery services for a multinational e-commerce company and/or a multinational shipping company and that the investors would be entitled to 77% of the net income of the trucks. In reality, CSA Business Solutions LLC operated few trucks and had minimal revenues from trucking activities. Instead, investors in the Truck Investment Scheme received payments from new investments into the scheme or from other sources. After the investors purchased the rights to trucks from CSA Business Solutions LLC, RAY sent them falsified spreadsheets at regular intervals, purporting to show the performance of their trucks during the relevant period. RAY ultimately induced approximately 275 investors to invest at least $40 million and fraudulently claimed to have purchased over 2,000 trucks with the investments.
RAY also pled guilty to carrying out fraudulent schemes to obtain over $1.9 million in government-guaranteed loans designed to provide relief to small businesses during the COVID-19 pandemic on behalf of CSA Business Solutions LLC and another Michigan-based trucking company (the “SBA Loan Fraud Schemes”). In connection with the SBA Loan Fraud Schemes, RAY submitted false information and forged documents to the Small Business Administration and commercial lenders. RAY claimed that these businesses engaged in significant trucking business, but they had minimal revenues and trucking activity.
Finally, RAY pled guilty to fraudulently inducing a New York City-based real estate company (the “Company”) to pay $175,000 in startup costs for a joint venture (the “Join Venture”) between the Company and CSA Business Solutions LLC. RAY misrepresented CSA Business Solutions LLC and his own personal business experience to the Company. Rather than pay for startup costs, RAY spent the funds on personal expenses, including private airplane trips. The Joint Venture was never formed.
RAY was arrested in early March 2022, and a CSA Business Solutions LLC bank account was seized at that time. After his arrest, up until his Indictment in April 2022, RAY continued to operate the Truck Investment Scheme. RAY hid the fact of his arrest and the seizure of the bank account and lied to investors about why he did not make expected payments after his arrest. During the period after his arrest, RAY opened new bank accounts on behalf of CSA Business Solutions LLC and continued to solicit and accept investor funds for trucks that did not exist. In the post-arrest period alone, RAY defrauded investors into paying at least $1.9 million into his scheme.
Former Law Firm Partner Arrested For Bankruptcy Fraud / Defendant Submitted Fake Bank Record to Court (DOJ Release)
https://www.justice.gov/usao-sdny/pr/former-law-firm-partner-arrested-bankruptcy-fraud
In the United States District Court for the Southern District of New York, an Indictment was filed charging former attorney John Roesser with one count of falsification of records in bankruptcy and one count of false oaths and claims in bankruptcy.
https://www.justice.gov/usao-sdny/press-release/file/1576611/download
As alleged in part in the DOJ Release:
From in or about March 2013 through in or about January 2018, ROESSER was a partner at three multinational law firms. During his time as a partner at these law firms, ROESSER earned substantial income — and incurred substantial income tax liability. ROESSER resigned from the New York bar in or about June 2020 after admitting to misappropriating client funds.
By 2022, ROESSER owed the IRS, and others, over three million dollars. He also owned a house that he estimated was worth millions of dollars and an Aston Martin Rapide, a luxury sports car. Instead of paying his debts, in February 2022, ROESSER filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Southern District of New York. See In re John Roesser, No. 22 Bk. 22049 (Bankr. S.D.N.Y.) (the “Bankruptcy”). In a Chapter 11 bankruptcy, a debtor may remain “in possession,” meaning that the debtor keeps possession and control of his assets during the bankruptcy. But a debtor-in-possession must propose a viable plan of reorganization, which creditors then vote on. If a debtor fails to comply with the requirements of Chapter 11, a Chapter 11 bankruptcy can be converted to a Chapter 7 bankruptcy or dismissed. In a Chapter 7 bankruptcy, an appointed trustee usually converts a debtor’s assets into cash for distribution among creditors. If a bankruptcy is dismissed, the debtor loses the protections of bankruptcy; for example, creditors can take steps to seize a debtor’s assets.
ROESSER told the Bankruptcy Court and the IRS that he would soon receive millions of dollars and be able to pay his debts while keeping his house. Then, ROESSER filed a false declaration and submitted falsified records in the Bankruptcy indicating that he had received millions of dollars. This was false. ROESSER was concealing that he had not received millions of dollars after all, in a fraudulent effort to retain control of his assets while avoiding payment of his debts.
On or about March 3, 2023, after some of the above false statements were withdrawn by ROESSER’s attorney in the Bankruptcy, ROESSER’s Chapter 11 bankruptcy was dismissed. Without the protections of bankruptcy, creditors can now take steps to seize ROESSER’s assets to pay his debts.
Defense Company CEO Pleads Guilty To Conspiracy To Defraud Investors And Creditors (DOJ Release)
https://www.justice.gov/usao-sdny/pr/defense-company-ceo-pleads-guilty-conspiracy-defraud-investors-and-creditors
In the United States District Court for the Southern District of New York, the former Chief Executive Officer of a defense technology start-up Barend Oberholzer a/k/a "Barry Oberholzer" pled guilty to one count of conspiracy to commit wire fraud. Previously, co-conspirator Jaromy Pittario, a/k/a “Jaromy Jannard-Pittario pled guilty and awaits sentencing.
As alleged in part in the DOJ Release:
Beginning in or around 2018, OBERHOLZER began soliciting investments in Start-Up-1 and a purported security device it had developed (“Security Device-1”) from at least two venture capital firms on false pretenses. OBERHOLZER sent multiple emails to the firms, posing as a retired, four-star General in the United States Army (“Retired General-1”), who was employed by a prominent private equity firm based in New York, New York (“Private Equity Firm-1”). Therein, OBERHOLZER, posing as Retired General-1, endorsed and solicited investment in Start-Up-1 and Security Device-1, a smartphone case that purportedly permitted its users to detect at a distance weapons or other dangerous items concealed on another person.
OBERHOLZER and his co-conspirator, JAROMY PITTARIO, a/k/a “Jaromy Jannard-Pittario,” also solicited investments in and loans to Start-Up-1 and Security Device-1 by falsely representing, among other things, their financial solvency, access to cash, and use of investor funds. For instance, the pair repeatedly provided falsified financial statements to potential creditors to secure funding.
North Carolina Man Charged with $7 Million Ponzi Scheme (DOJ Release)
https://www.justice.gov/usao-nj/pr/north-carolina-man-charged-7-million-ponzi-scheme
In the United States District Court for the District of New Jersey, an Indictment was filed charging David Schamens with seven counts of wire fraud, one count of securities fraud, and seven counts of money laundering. As alleged in part in the DOJ Release:
Starting in 2014, Schamens fraudulently solicited investments in various entities he controlled, including TD Trading LLC, TFG Trading Fund LLC, Tradestream Analytics LTD, Tradedesk Financial Group Inc., and others, under the promise of annual rates of return of 12 to 30 percent. In 2019, Schamens began to solicit investment in Tradestream Algo Fund, an algorithm-based trading pool that he claimed to have developed. In each instance, Schamens directed investors to wire funds directly or to transfer portions of their Individual Retirement Accounts (IRAs) to bank accounts he controlled.
Schamens often moved victim funds through several different bank accounts before he ultimately used the funds for some non-investment related purpose. Schamens took several steps to keep his customers’ trust, including sending false account statements; posting false monthly account statements to his companies’ websites showing balances for trading accounts that did not exist; and sending false tax documents reporting earnings that did not exist.
Schamens allegedly misappropriated $7 million from at least 25 different individuals, using some of that money to repay earlier investors in the manner of a Ponzi scheme, and to pay personal expenses.
Queens Man Pleads Guilty to Real Estate Fraud Scheme (DOJ Release)
https://www.justice.gov/usao-edny/pr/queens-man-pleads-guilty-real-estate-fraud-scheme
In the United States District Court for the Eastern District of New York, Rashidun Bokhari pled guilty to wire fraud. As alleged in part in the DOJ Release:
[B]etween September 2015 and April 2018, Bokhari induced the victim to invest approximately $935,000 in four different real estate properties located in Long Island City and Astoria in Queens. Bokhari falsely claimed that in exchange for his investment in the purported real estate transactions, the victim investor would receive a 50 percent ownership in the properties. Bokhari fabricated real estate transaction documents which he provided to the victim investor. After receiving almost $1 million, the defendant misappropriated the money for his own personal use, including transferring funds overseas, making mortgage and life insurance payments, and withdrawing cash from ATMs. As part of his plea agreement, Bokhari has agreed to pay restitution in the amount of $935,000 to the victim.
The government’s investigation also revealed that between December 20, 2020 and May 2022, Bokhari engaged in a separate scheme to defraud two additional victims in Queens. As part of his plea agreement, Bohkari has agreed to pay these two victims restitution in the amount of $191,100.
Bokhari’s victims are of Bengali descent and he exploited their shared ethnic background in furtherance of his schemes.
Brazilian Mining Company to Pay $55.9 Million to Settle Charges Related to Misleading Disclosures Prior to Deadly Dam Collapse (SEC Release)
https://www.sec.gov/news/press-release/2023-63
In response to a Complaint filed by the SEC in the United States District Court for the Eastern District of New York, Brazilian mining company Vale S.A. agreed to pay a $25 million civil penalty and $30.9 million in disgorgement and pre-judgment interest; and to be permanently restrained and enjoined from violations of the Securities Act and of the Securities Exchange Act. As alleged in part in the SEC Release, the settlement stemmed from
[T] company’s allegedly false and misleading disclosures about the safety of its dams prior to the January 2019 collapse of the Brumadinho dam that killed 270 people. The SEC’s complaint alleged that, for years, the dam did not meet internationally-recognized safety standards even as Vale’s public sustainability reports assured investors that all of its dams were certified as stable.
Securities and Exchange Commission Obtains Final Judgment Against Massachusetts Investment Adviser Who Misappropriated Funds from Clients (SEC Release)
https://www.sec.gov/litigation/litreleases/2023/lr25678.htm
The United States District Court for the District of Massachusetts entered a Final Judgment against investment adviser James K. Couture whereby he was permanently enjoined from future violations of the antifraud provisions of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. In a parallel criminal action, Couture pled guilty to ten criminal counts including one count of investment adviser fraud; and he was sentenced to 100 months in prison plus three years of supervised release, and ordered to pay $1,924,585 in restitution and $2,874,585 in forfeiture. As alleged in part in the SEC Release:
[F]rom approximately 2009 to December 2019, Couture, while operating an investment advisory and brokerage business, fraudulently prompted his advisory clients to sell portions of their securities holdings in order to fund large money transfers to an entity that, unbeknownst to his clients, Couture owned and controlled. According to the complaint, for each transaction, Couture obtained client authorization by falsely claiming that the proceeds would be reinvested for the clients' financial benefit. In reality, Couture's alleged purpose in arranging these transactions was to divert the sale proceeds for his own benefit. When clients requested withdrawals, the complaint alleged that Couture took assets from his other advisory clients through a web of third-party accounts to disguise that he was misappropriating money from one client to replace funds he had previously stolen from another.
. . .
The SEC previously issued an order barring Couture from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal adviser, transfer agent, or nationally recognized statistical rating organization, as well as participating in the offering of a penny stock.
CFTC Charges Chinese National with Fraudulent Scheme to Trade Against Employer (CFTC Release)
https://www.cftc.gov/PressRoom/PressReleases/8682-23
In the United States District Court for the Northern District of Illinois, the CFTC filed a Complaint charging Dichao Xie with a fraudulent scheme in which he misused knowledge of his employer’s trading in feeder cattle futures and options to trade for his own benefit in breach of a duty to his employer; and, further, the trades constituted illegal fictitious and noncompetitive trades under the Commodity Exchange Act (CEA) and CFTC regulations.
https://www.cftc.gov/media/8361/enfdichaocomplaint032823/download As alleged in part in the CFTC Release:
The complaint alleges that from approximately December 2021 to April 2022, Xie, a quantitative trader at a large, multinational corporation, engaged in a fraudulent scheme to misappropriate material, non-public information from his employer in breach of a duty to that employer. Xie misused that information to fraudulently and deceptively enter into trades of feeder cattle futures and options for his personal benefit.
In connection with his role at the company, Xie had access to—and, on many occasions, himself entered—his employer’s options and futures positions and associated orders in a number of agricultural commodities, including feeder cattle. In breach of his duties to his employer and in violation of agreements Xie made not to use his employer’s confidential business information for personal gain, Xie used material, non-public information to execute transactions on feeder cattle futures and options through his personal trading account as a counterparty to his employer. Xie entered into at least 71 such transactions, which generated a profit to him of approximately $178,075. In addition, Xie entered many of the transactions on his own behalf within seconds of entering the employer’s transaction, in a manner constituting fictitious and noncompetitive trades.
CFTC Orders New York-Based Commodity Pool Operator and Commodity Trading Advisor to Pay $400,000 Penalty for Supervision Failures (CFTC Release)
https://www.cftc.gov/PressRoom/PressReleases/8681-23
A CFTC Order settled charges against BBL Commodities LP, a CFTC-registered commodity trading advisor (CTA) and commodity pool operator (CPO).
https://www.cftc.gov/media/8356/enfbblorder032823/download
The Order requires BBL to pay a $400,000 civil monetary penalty and to cease and desist from further supervision violations, as charged. As alleged in part in the CFTC Release:
The order finds that since at least December 2017 to the present, BBL did not maintain an adequate supervisory system with respect to potentially disruptive trading. As a result, BBL engaged in trading on December 29, 2017 in Gasoil futures calendar spreads on ICE Futures Europe (a foreign board of trade registered with the CFTC) that ICE Futures Europe determined—in connection with the settlement of a disciplinary action against BBL’s executing broker—to be disruptive, reckless, and disorderly.
As detailed in the order, BBL’s policies and procedures did not specifically address potentially disruptive trading, and BBL lacked written policies or procedures for the detection and deterrence of disruptive trading by its employees or directing the implementation of the firm’s trading strategies in such a manner as to avoid disruptive trading. Nor did BBL’s written policies and procedures provide any guidance to BBL staff with respect to assessing the potential disruptive impact of BBL’s orders; assessing liquidity prior to placing orders; describing appropriate or inappropriate trading during settlement periods; or mitigating the potential disruptive impact of BBL’s orders. Although BBL also conducted annual training, that training did not provide adequate guidance to BBL personnel with respect to potentially disruptive trading.
As a result of those supervision failures, on December 27, 2017, BBL placed a large order with the BBL’s executing broker to be executed in the final minutes of the settlement period on December 29, 2017—and decided on December 28, 2018 to increase the order size—without adequately considering the potential disruptive impact of BBL’s trading.
FINRA Fines and Suspends Raymond James Rep For WhatsApp Use
In the Matter of Roman Meyerhans, Respondent (FINRA AWC 2021069375301)
https://www.finra.org/sites/default/files/fda_documents/2021069375301
%20Roman%20Meyerhans%20CRD%204587943%20AWC%20va.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue Roman Meyerhans submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Roman Meyerhans was first registered in 2002 and by 2016, he was registered with Raymond James & Associates, Inc.. In accordance with the terms of the AWC, FINRA imposed upon Meyerhans a $10,000 fine and a 30-calendar-day suspension from associating with any FINRA member in all capacities. As alleged in part in the AWC:
At all times during the relevant period, Raymond James’ policies and written supervisory procedures provided that electronic business communications could be transmitted only through channels approved by the firm, to facilitate the firm’s supervision and preservation of those communications. WhatsApp was not an approved electronic communications channel, nor did Meyerhans obtain the firm’s approval to use WhatsApp to communicate with firm customers. Throughout the relevant period, Meyerhans attested on firm compliance questionnaires that he did not use text messaging for securities-related business, and that he understood the firm’s prohibition on the use of text messaging for business purposes.
Nonetheless, during the period September 2016 through February 2022, Meyerhans exchanged hundreds of WhatsApp messages regarding securities-related business. These messages were distributed among 12 firm customers with whom Meyerhans communicated at different times during the period, and included communications about investment recommendations, client orders, and market conditions. Because WhatsApp was not an approved electronic communications channel, however, Raymond James did not capture or maintain Meyerhans’s WhatsApp communications, which it was required to do under the Exchange Act and FINRA Rules.
In July 2020, after discovering Meyerhans’s use of WhatsApp to communicate with firm customers, Raymond James issued a Letter of Education reminding him of the firm’s prohibition against using unapproved electronic messaging platforms. Although Meyerhans acknowledged that he had read, understood, and agreed to comply with the terms of the Letter of Education (including the firm’s electronic communications policies), he continued for another 19 months to use WhatsApp to communicate with firm customers regarding securities-related business.
Therefore, Meyerhans violated FINRA Rules 4511 and 2010.
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3/27/2023
FINRA Doesn't Bank On It When It Comes To Wife Of Former UBS Employee (BrokeAndBroker.com Blog)
https://www.brokeandbroker.com/6961/finra-ubs-motherway/
A former UBS rep sued his former UBS investment adviser brokerage firm. Also, the former rep sued UBS Bank. The Bank didn't file an Answer or appear in the proceedings, and the arbitrators declined to make any determination against the Bank. When it came time for the former UBS rep to pay the arbitration Award rendered against him, FINRA pointed a finger at his wife's finances when he argued that he had an inability to pay the arbitration award. Depending on your view, that's an odd consistency or inconsistency.
Foreign National Sentenced for Victimizing U.S. Persons Through Cyber-Enabled Fraud Schemes (DOJ Release)
https://www.justice.gov/opa/pr/foreign-national-sentenced-victimizing-us-persons-through-cyber-enabled-fraud-schemes
In the United States District Court for the District of Arizona Solomon Ekunke Okpe, 31, was sentenced to four years and one month in prison after pleading guilty to pleaded guilty to conspiracy to commit wire, bank, and mail fraud. Previously, co-conspirator Johnson Uke Obogo was sentenced to one year and one day in prison. As alleged in part in the DOJ Release:
[B]etween December 2011 and January 2017, Solomon Ekunke Okpe, 31, of Lagos, and his co-conspirators devised and executed business email compromise (BEC), work-from-home, check-cashing, romance, and credit card scams that targeted unsuspecting individuals, banks, and businesses in the United States and elsewhere, and were intended to cause more than a million dollars in losses to U.S. victims. Among the victims of the scheme were First American Holding Company and MidFirst Bank.
To execute the scheme, Okpe and his co-conspirators launched email phishing attacks to steal victim login credentials and other sensitive information, hacked into victim online accounts, impersonated people, and assumed fake identities to defraud individuals, banks, and businesses, and trafficked, possessed, and used stolen credit cards in furtherance of the scheme. For instance, in BEC scams, Okpe and his co-conspirators posed as trusted individuals in order to deceive banks and companies into making unauthorized wire transfers to bank accounts specified by the co-conspirators. The co-conspirators also falsely posed as online employers on job websites and forums and purported to “hire” individuals in Arizona and elsewhere to positions that were marketed as legitimate. In reality, these work-from-home “employees” were often unwittingly directed to perform tasks that would facilitate the co-conspirators’ fraud schemes. Some of these tasks included creating bank and payment processing accounts, transferring/withdrawing money from these accounts, or cashing/depositing counterfeit checks.
Okpe and his co-conspirators additionally conducted romance scams by creating accounts on dating websites, feigning interest in romantic relationships with individuals under fictitious identities, and causing these victims to transfer their moneys overseas and/or receive money from wire-transfer scams. Okpe caused and intended to cause individual romance scam victims to suffer tens of thousands of dollars of losses.
Okpe was previously arrested in Malaysia at the request of the United States and detained for over two years as he contested extradition to the United States.
Queens Investment Advisor Indicted for Multi-Million Dollar Securities Fraud Scheme / Victim Gave the Defendant More than $4 Million to Purchase Securities Which He Used to Pay Personal Expenses and for Day Trading (DOJ Release)
https://www.justice.gov/usao-edny/pr/queens-investment-advisor-indicted-multi-million-dollar-securities-fraud-scheme
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SEC Obtains Emergency Relief Against Long Island Investment Adviser and Firm Charged with Fraud (SEC Release)
https://www.sec.gov/news/press-release/2023-62
In the United States District Court for the Eastern District of New York, a 16-count Indictment was filed charing Janues Capital, Inc.'s Founder/Executive Director Surage Roshan Perera was charged with securities fraud, investment advisor fraud, wire fraud, and money laundering. https://www.justice.gov/d9/2023-03/perera.indictment.pdf. As alleged in part in the DOJ Release:
[B]etween February 2022 and March 2023, Perera contacted Jane Doe via telephone calls, emails and text messages to solicit her to purchase stock in companies that traded on the NASDAQ and NYSE, in exchange for a fee. Perera falsely told Jane Doe that he had relationships with large institutions, and could purchase shares of those publicly-traded companies at discounted prices. The defendant also told Jane Doe that her investment was a low risk venture and he would use her investment capital to purchase shares in those public-traded companies. As a result, Jane Doe gave Perera more than $4.2 million. However, instead of investing Jane Doe’s money in those securities, Perera misappropriated those funds by, among other things: (1) paying redemptions to Jane Doe, (2) paying personal expenses, and (3) funding his day trading. To conceal his fraudulent scheme, Perera sent fraudulent confirmation notices and account statements to Jane Doe.
In the United States District Court for the Eastern District of New York, the SEC filed a Complaint charging Janues Capital, Inc. and the firm's former broker Surage Roshan Perera with violating antifraud provisions of the federal securities laws; and, further, charging Perera with aiding and abetting Janues’ alleged violations.
https://www.sec.gov/litigation/complaints/2023/comp-pr2023-62.pdf The Complaint names Relief Defendant Nishani Alahakoon. The Court granted emergency relief including a temporary restraining order and an asset freeze. As alleged in part in the DOJ Release:
[F]rom February 2022 until March 2023, Perera, a Long Island, NY resident, falsely told an investor, not named in the complaint, that Janues had access to specific restricted securities at discounted prices though connections with large, institutional investors. He allegedly claimed to also exercise a trading strategy, which he referred to as ‘Options Straddles,’ that would not only prevent any trading losses but also guarantee returns on some of the investments of up to 9 percent with the potential for returns of 50 percent. According to the complaint, Perera and Janues misappropriated at least $3.5 million of the investor’s funds to engage in highly speculative and leveraged trading. In total, Perera engaged in more than $2.5 billion in securities transactions, with nearly $3 million in trading losses. Perera then allegedly concealed the misappropriation and losses by providing the investor with phony confirmations and account statements that falsely showed the expected returns. The complaint also alleges that Perera further attempted to hide the losses by using funds received from other sources to make Ponzi-like payments to the investor.
SEC Charges Texas Resident with Orchestrating Three Separate Schemes Defrauding Investors Out of Over $8.4 Million (SEC Release)
https://www.sec.gov/litigation/litreleases/2023/lr25677.htm
In the United States District Court for the Northern District of Texas, the SEC fled a Complaint charging Aaron Cain McKnight and others with allegedly orchestrating investment schemes that defrauded at least 28 investors. As alleged in part in the SEC Release:
[B]etween March 2018 and September 2021, McKnight ran three schemes that, while separate, followed a similar pattern. In each scheme, McKnight allegedly portrayed himself as an experienced professional controlling financial services firms, through which he offered investment opportunities that promised extraordinary returns but that, in reality, did not exist. Using his fabricated credentials, he allegedly raised funds from numerous investors only to then use the investors' money for non-investment purposes, including personal expenses, operation of his outside business, and/or Ponzi-like payments to earlier investors.
The SEC further alleges that lawyer Kenneth Miller and his law firm, Frost & Miller, LLP ("F&M"), substantially assisted McKnight's first scheme by receiving and immediately distributing over $2 million of investor funds at McKnight's direction. According to the SEC, Miller and F&M provided this assistance despite not having a clear understanding of why the funds were sent to F&M, who the funds had come from or were going to, or what function the investors expected F&M to serve.
The SEC's complaint, filed in Texas federal court, charges McKnight and two entities he employed in one of the schemes, BPM Global Investments, LLC ("BPM Global") and BPM Asset Management, LLC ("BPMAM"), with violating various antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 thereunder. The complaint also charges Sherry Rebekka Sims, Harmony Brooke McKnight, Miller, and F&M with aiding and abetting certain of these violations, and names Timothy Neher and his company, Accelerated Venture Partners, LLC, as relief defendants. Additionally, the complaint charges McKnight and Harmony McKnight as control persons under Section 20(a) of the Exchange Act for the violations of BPM Global and BPMAM. The SEC's complaint seeks permanent injunctions, including conduct-based injunctions, disgorgement of ill-gotten gains, civil penalties, and officer and director bars.
Without admitting or denying the SEC's allegations, Sims consented to a bifurcated settlement, agreeing to the entry of a final judgment that, among other things, permanently enjoins her from violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and from soliciting, or issuing guarantees in connection with, the purchase or sale of securities. Civil penalties will be determined by the court at a later date upon motion of the Commission.
SEC Denies Whistleblower Award to Claimant
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97205; Whistleblower Award Proc. File No. 2023-43)
https://www.sec.gov/rules/other/2023/34-97205.pdf
The Office of the Whistleblower ("OWB") issued a Preliminary Determination Disposition recommending the denial of a Whistleblower Award to Claimant 2. The Commission ordered that OWBs recommendations be approved. The Order asserts in part that [Ed: footnotes omitted]:
First, the record shows that Claimant 2 did not provide the Commission with information that caused the staff to open an examination or investigation or caused the staff to inquire into different conduct. According to a supplemental staff declaration, the Investigation was opened by Enforcement staff in REDACTED based upon an REDACTED referral (the “Referral”) from the Commission’s Office of Compliance Inspections and Examinations, now the Division of Examinations, and not based upon any information from Claimant 2. Commission staff have confirmed, in a supplemental declaration, which we credit, that the Referral was based on an examination (the “Exam”) begun in REDACTED approximately five months before Claimant 2 contacted the Other Organization. The supplemental declaration also confirms that the Exam was initiated based on information from sources within the Commission. And while the Referral indicates that staff assigned to the Exam communicated with Other Organization staff prior to commencing the Exam REDACTED in those communications occurred at least five months before Claimant 2 contacted Other Organization with his/her information. Accordingly, the record demonstrates that Claimant 2’s information did not cause Commission staff to commence an examination or open the Investigation.
SEC Awards Whistleblower Award to Claimants 1, 2 and 4 But Denies Award to Claimant 3
Order Determining Whistleblower Award Claim ('34 Act Release No. 34-97202; Whistleblower Award Proc. File No. 2023-42)
https://www.sec.gov/rules/other/2023/34-97202.pdf
The SEC's Claims Review Staff ("CRS") issued a Preliminary Determination recommending a Whistleblower Award to Claimant 1 and Claimant 2, and the denial of an Award to Claimant 3 and Claimant 4. The Commission found Claimant 4 eligible for an Award (reversing CMS), reallocated the 30% among Claimants 1, 2, and 4; and denied an Award to Claimant 3. The Order asserts in part that [Ed: footnotes omitted]:
We also disagree with Claimant 1’s argument that the award should be based on any amounts collected in the Bankruptcy Action. As we noted in connection with the adoption of several rule amendments, “our statutory authority does not extend to paying whistleblower awards for recoveries in bankruptcy proceedings or other proceedings that may in some way ‘result from’ the Commission’s enforcement action and the activities of the whistleblower.” Under Section 21F of the Exchange Act, the Commission is authorized to pay whistleblower awards only on the basis of monetary sanctions that are imposed in a covered judicial or administrative action or related action. A covered judicial or administrative action means an “action brought by the Commission under the securities laws that results in monetary sanctions
exceeding $1,000,000.” A related action must be brought by one of the authorities specified in the statute.Bankruptcy proceedings are not brought by either the Commission acting under the securities laws or by one of the designated related-action authorities, and orders to pay money that result from bankruptcy proceedings are not imposed in Commission covered actions or related actions.
. . .
Claimant 3’s lack of awareness of the NoCA posting or of the 90-day deadline is not an “extraordinary circumstance” that would excuse his/her failure to submit a timely Form WBAPP. Nothing interfered with his/her ability to monitor the Commission’s web page or submit an application by the 90-day deadline. Furthermore, there are no unique circumstances here that might support the Commission’s exercise of its separate, discretionary authority under Section 36(a) of the Exchange Act to exempt Claimant 3 from the 90-day filing deadline.
CFTC Charges Binance and Its Founder, Changpeng Zhao, with Willful Evasion of Federal Law and Operating an Illegal Digital Asset Derivatives Exchange (CFTC Release)
https://www.cftc.gov/PressRoom/PressReleases/8680-23
March 27, 2023
In the United States District Court for the Northern District of Illinois, the CFTC filed a Complaint charging Changpeng Zhao and Binance Holdings Limited, Binance Holdings (IE) Limited, and Binance (Services) Holdings Limited (together, "Binance") with numerous violations of the Commodity Exchange Act (CEA) and CFTC regulations; and also charging Binance's former Chief Compliance Officer Samuel Lim with aiding and abetting Binance’s violations. In part the CFTC Release alleges that:
According to the complaint, Binance has offered and executed commodity derivatives transactions to and for U.S. persons from July 2019 through the present. As alleged, Binance’s compliance program has been ineffective and, at Zhao’s direction, Binance has instructed its employees and customers to circumvent compliance controls in order to maximize corporate profits.
The complaint charges that for much of the relevant period, Binance did not require its customers to provide any identity-verifying information before trading on the platform, despite the legal duty that entities like Binance functioning as futures commission merchants (FCMs) collect such information, and failed to implement basic compliance procedures designed to prevent and detect terrorist financing and money laundering.
The complaint further alleges that even after Binance purported to restrict U.S. customers from trading on its platform, Binance instructed its customers – in particular its commercially valuable U.S.-based VIP customers – on the best methods for evading Binance’s compliance controls. In addition, the complaint charges Binance with acting as a designated contract market or swap execution facility based on its role in facilitating derivatives transactions without registering with the CFTC, as required.
The complaint also charges the entity defendants with failing to diligently supervise Binance’s activities as an FCM. Among the numerous supervisory failures detailed in the complaint is Binance’s instruction to employees to communicate with U.S.-based customers concerning control evasion through a messaging application that was set to automatically delete written communications. According to the complaint, the reason Binance used that communication method was to avoid leaving any evidence of their efforts to retain U.S.-based customers.
The complaint further charges the Binance, Zhao and Lim with willful evasion of the requirements of the CEA. As alleged, the defendants conducted certain activities outside the U.S. designed to avoid CFTC regulation, such as intentionally structuring their entities and transactions to avoid registration requirements and instructing U.S. customers as well as other customers as to how to evade Binance’s compliance controls.
As alleged, Zhao is liable for Binance’s violations based on his control over Binance and his long-running failure to act in good faith concerning Binance’s misconduct. According to the complaint, Zhao owned and controlled dozens of entities that operate the Binance platform as a common enterprise. Zhao is alleged to have been responsible for all major strategic decisions at Binance, including devising the secret plot to instruct U.S.-based VIP customers to evade Binance’s compliance controls and instructing Binance employees to ensure all communications about their control subversion took place over applications that facilitated the automatic destruction of evidence.
Lim, Binance’s CCO from 2018 through 2022, is charged with willfully aiding and abetting Binance’s violations through intentional conduct that undermined Binance’s compliance program. Lim is also charged with conducting activities to willfully evade or attempt to evade applicable provisions of the CEA, including promoting the use of “creative means” to assist customers in circumventing Binance’s compliance controls and implementing a corporate policy that instructed Binance’s U.S. customers to access the trading facility through a virtual private network to avoid Binance’s IP address-based controls or create “new” accounts through off-shore shell companies to evade Binance’s KYC-based controls.
FINRA Sanction Newbridge Securities Corporation for Alternative Mutual Fund Supervision
In the Matter of Newbridge Securities Corporation, Respondent (FINRA AWC 2019061764901)
https://www.finra.org/sites/default/files/fda_documents/2019061764901
%20Newbridge%20Securities%20Corporation%20CRD%20104065%20AWC%20lp.pdf
%20Jason%20Adams%20CRD%202690575%20AWC%20va.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, Newbridge Securities Corporation submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Newbridge Securities Corporation has been a FINRA member firm since 2000 with 195 registered representatives at 49 branches. In accordance with the terms of the AWC, FINRA imposed upon Newbridge Securities Corporation a Censure, $50,000 fine, $114,025.24 in restitution plus interest, and an undertaking to certify compliance with the cited issues. As alleged in the "Overview" of the AWC [Ed: footnote omitted]:
Between October 25, 2016 and February 8, 2018, Newbridge failed to reasonably supervise representatives’ recommendations of an alternative mutual fund—the LJM Preservation & Growth Fund (LJM). Newbridge permitted the sale of LJM on its platform without conducting reasonable due diligence and without a sufficient
understanding of its risks and features, including the fact that the fund pursued a risky strategy that relied, in part, on purchasing uncovered options. Newbridge also lacked a reasonable supervisory system to review representatives’ LJM recommendations. Newbridge representatives sold approximately $323,000 in LJM to customers. LJM’s value dropped 80% during an extreme volatility event in February 2018 and the fund ultimately liquidated and closed, resulting in thousands of dollars in losses for
Newbridge’s customers. By virtue of the foregoing, Newbridge violated FINRA Rules 3110 and 2010.
FINRA Sanction NatAlliance Securities and Supervisor for Traders' Bond Marks
In the Matter of NatAlliance Securities, LLC and Jason Adams, Respondents (FINRA AWC 2020068495402)
https://www.finra.org/sites/default/files/fda_documents/2020068495402
%20NatAlliance%20Securities%2C%20LLC%20CRD%2039455%20and
%20Jason%20Adams%20CRD%202690575%20AWC%20va.pdf
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, NatAlliance Securities, LLC and Jason Adams submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that NatAlliance Securities, LLC has been a FINRA member firm since 1997 with 66 registered representatives at 13 branches; and Jason Adams was first registered in 1996 and by 2019, he was registered with NatAlliance. In accordance with the terms of the AWC, FINRA imposed upon
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NatAlliance Securities, LLC Censure, a $40,000 fine, and an undertaking to certify compliance with the issues cited; and
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Jason Adams a $5,000 fine, two-month suspension from associating with any FINRA member in Principal-only capacities, and an undertaking to complete 20 hours of continuing education concerning supervisory responsibilities.
As alleged in the "Overview" of the AWC [Ed: footnote omitted]:
From January 2019 through the present, NatAlliance failed to establish and maintain a supervisory system, including written supervisory procedures, reasonably designed to review its traders’ bond marks to ensure accurate books and records, in violation of FINRA Rules 3110 and 2010. From April 2020 through September 2020, Trader A, a former NatAlliance proprietary corporate bond trader, inaccurately marked the value of numerous bonds in his trading book. Due to Trader A’s mismarking, NatAlliance failed to make and keep accurate books and records of the firm’s net capital, thereby filing four inaccurate monthly FOCUS reports between April 2020 and July 2020, in violation of Section 17(a) of the Exchange Act, Exchange Act Rules 17a-3 and 17a-5, and FINRA Rules 4511 and 2010. From April 2020 through September 2020, Adams failed to reasonably supervise Trader A, in violation of FINRA Rules 3110 and 2010.
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Footnote 3: In October 2022, Trader A entered into an AWC for violating FINRA Rules 4511 and 2010, for which he was suspended for four months in all capacities and fined $5,000.