NOTE: Stipulations of Fact and Consent to Penalty (SFC); Offers of Settlement (OS); and Letters of Acceptance Waiver, and Consent (AWC) are entered into by Respondents without admitting or denying the allegations, but consent is given to the described sanctions & to the entry of findings. Additionally, for AWCs, if FINRA has reason to believe a violation has occurred and the member or associated person does not dispute the violation, FINRA may prepare and request that the member or associated person execute a letter accepting a finding of violation, consenting to the imposition of sanctions, and agreeing to waive such member's or associated person's right to a hearing before a hearing panel, and any right of appeal to the National Adjudicatory Council, the SEC, and the courts, or to otherwise challenge the validity of the letter, if the letter is accepted. The letter shall describe the act or practice engaged in or omitted, the rule, regulation, or statutory provision violated, and the sanction or sanctions to be imposed.

Michael M. Reilly (Principal)
AWC/2007007358603

Reilly operated a securities business from an unregistered branch office, causing his member firm to violate the restriction on business expansion contained in its membership agreement with FINRA. Without requisite supervision, Reilly and others regularly used the branch office to cold-call prospective investors, open new customer accounts and/or cause securities transactions to be effected in customer accounts. Reilly was actively engaged in the management and operation of the branch and exercised control over the operations at the branch office. By actively engaging in the management and operations of the branch office, Reilly acted in the capacity of a general securities principal without being so registered at that time.

One individual, without requisite supervision, used the branch office to improperly solicit potential customers and made false representations, including unwarranted price predictions, omitted material facts and used misleading telemarketing scripts that a registered principal had never approved.

Reilly caused his firm to violate NASD Rule 1017(a)(5) and NASD Interpretative Material 1004.

Michael M. Reilly (Principal): Fined $12,500; Suspended 45 days; and Agreed to fully and promptly cooperate with FINRA in any and all investigations and/or disciplinary proceedings, of any person or entity, concerning conduct at and/or relating to his member firm during the time he was associated with the firm and, in connection with his cooperation, promptly produce information and documents FINRA requests and appear and testify completely and truthfully at any FINRA interview and/or disciplinary hearing.

Tags: Cooperation Agreement  Unregistered Branch Offices  Membership Agreement  Scripts  Rule 1017  Unregistered Principal