SEC and FINRA broker-dealer exam priorities for 2019: how to prepare

2019 ◽  
Vol 20 (4) ◽  
pp. 1-8
Author(s):  
Laura S. Pruitt ◽  
David P. Bergers ◽  
Eric A. Love
Keyword(s):  
Financial Risks ◽  
Financial Industry ◽  
Regulatory Requirements ◽  
Content Type ◽  
Policies And Procedures ◽  
The Us ◽  
Retail Investors ◽  
Market Infrastructure ◽  
Practical Implications ◽  
Digital Assets

Purpose The purpose of this paper is to summarize and analyze the 2019 broker-dealer examination priorities of the Financial Industry Regulatory Authority (“FINRA”) and the US Securities and Exchange Commission’s (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”). Design/methodology/approach This paper provides an overview of the FINRA and OCIE examination priorities for the year, details particular aspects of both regulators’ priorities that may be of interest to broker-dealers and provides practical tips to prepare for a regulatory exam. Findings In 2019, OCIE intends to prioritize retail investors, compliance and risk in registrants responsible for critical market infrastructure, digital assets, cybersecurity and anti-money laundering programs. FINRA will focus on a number of materially new areas of attention, as well as on sales practice, operational, market and financial risks. Practical implications Broker-dealer firms should review their policies and procedures in the areas highlighted by FINRA and OCIE, both to ensure that the procedures are consistent with existing regulatory requirements and to assure that firm personnel are actually complying with those policies and procedures. In situations where the firm’s practices have changed over time, firms should amend their policies and procedures to comport with current practices. Originality/value This paper provides an overview of the notable aspects of both regulators’ examination priorities that are particularly relevant to broker-dealers and recommends ways that firms can prepare for examinations on those issues.

SEC releases enforcement division FY 2017 annual report: shift in tone and likely approach

2018 ◽  
Vol 19 (1) ◽  
pp. 15-19
Author(s):  
Matthew C. Solomon ◽  
Robin M. Bergen ◽  
Alexis Collins
Keyword(s):  
Asset Management ◽  
Design Methodology ◽  
Annual Report ◽  
Risk Profile ◽  
Content Type ◽  
Policies And Procedures ◽  
The Us ◽  
Retail Investors ◽  
Practical Implications ◽  
Insight Into

Purpose To discuss and analyze the US Securities and Exchange Commission’s (SEC’s) FY 2017 Annual Report, which details its priorities for the coming year and evaluates enforcement actions that occurred during FY2017. Design/methodology/approach Summarizes key shifts from FY 2016, outlines the Enforcement Division’s current priorities, and, in view of its stated focus on the conduct of investment professionals and protection of retail investors, provides guidance to the investment management industry as it gears up for the coming year. Findings The Report provides insight into changes in the SEC’s approach to enforcement actions, including a general shift in tone suggesting a more measured approach to enforcement and remedies and a move away from a statistics-oriented approach, and a glimpse into its priorities for the coming year, including five core principles guiding the Division’s enforcement decisions. Practical implications As those in the asset management industry consider revisions to their policies and procedures for FY 2018, as well as their risk profile more generally, they should keep in mind key insights into the Commission’s enforcement strategy offered by the Report. Originality/value Practical guidance from experienced securities enforcement, litigation, compliance and anti-corruption lawyers.

Heightened supervision of branch offices

2015 ◽  
Vol 16 (2) ◽  
pp. 18-21
Author(s):  
Daniel A. Nathan ◽  
Lauren Navarro ◽  
Kevin Matta
Keyword(s):  
Regulatory Authority ◽  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Financial Industry ◽  
Content Type ◽  
National Examination ◽  
Policies And Procedures ◽  
The Us ◽  
Branch Office ◽  
Practical Implications

Purpose – To explain expectations of the US Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) as to what constitutes successful branch inspection programs for broker-dealers. Design/methodology/approach – Summarizes FINRA’s rules requiring firms to implement branch inspection programs; examines the SEC’s and FINRA’s joint 2011 National Examination Risk Alert, which expanded upon FINRA’s rules, requiring firms to conduct risk-based analyses on each branch office to determine the appropriate frequency, intensity, and focus of inspections; discusses FINRA’s expectation that firms examine their registered representatives’ financial circumstances to reduce the risk of fraud; explains how FINRA’s Comprehensive Automated Risk Data System may impact branch inspections; and recommends several sources that firms should review when implementing a successful branch inspection program. Findings – Regulators have heightened their expectations as to what constitutes successful branch inspection programs for broker-dealers. Practical implications – To avoid regulatory intervention and discipline, firms should continue to review their policies and procedures to ensure that their programs are sufficiently comprehensive. Originality/value – This article will encourage firms with branch offices to review their branch inspection programs, and assist those firms in implementing sufficiently comprehensive policies and procedures.

OCIE issues risk alert on the most frequently identified advisory fee and expense compliance issues

2018 ◽  
Vol 19 (4) ◽  
pp. 1-3
Author(s):  
Robert Van Grover
Keyword(s):  
Design Methodology ◽  
Best Practice ◽  
Investment Management ◽  
Content Type ◽  
Informed Decisions ◽  
Policies And Procedures ◽  
The Us ◽  
Investment Advisers ◽  
Practical Implications

Purpose To summarize and interpret a Risk Alert issued on April 12, 2018 by the US SEC’s Office of Compliance Inspections and Examinations (OCIE) on the most frequent advisory fee and expense compliance issues identified in recent examinations of investment advisers. Design/methodology/approach Summarizes deficiencies identified by the OCIE staff pertaining to advisory fees and expenses in the following categories: fee billing based on incorrect account valuations, billing fees in advance or with improper frequency, applying incorrect fee rates, omitting rebates and applying discounts incorrectly, disclosure issues involving advisory fees, and adviser expense misallocations. Findings In the Risk Alert, OCIE staff emphasized the importance of disclosures regarding advisory fees and expenses to the ability of clients to make informed decisions, including whether or not to engage or retain an adviser. Practical implications In light of the issues identified in the Risk Alert, advisers should assess the accuracy of disclosures and adequacy of policies and procedures regarding advisory fee billing and expenses. As a matter of best practice, advisers should implement periodic forensic reviews of billing practices to identify and correct issues relating to fee billing and expenses. Originality/value Expert guidance from experienced investment management lawyer.

New SEC variable contract summary prospectus rules: an implementation project plan

2020 ◽  
Vol 21 (2/3) ◽  
pp. 151-166
Author(s):  
W. Thomas Conner ◽  
Nathaniel Segal ◽  
John M. Sanders
Keyword(s):  
Cost Savings ◽  
Insurance Companies ◽  
Project Implementation ◽  
Regulatory Requirements ◽  
Implementation Plan ◽  
Content Type ◽  
Disclosure Requirements ◽  
Policies And Procedures ◽  
Project Plan ◽  
Practical Implications

Purpose To analyze the SEC’s newly adopted Rule 498 A, the variable contract summary prospectus rule, and concurrently adopted prospectus disclosure requirements in order to propose to insurance companies issuing variable contracts a project implementation plan for companies seeking SEC approval for summary prospectuses compliant with the new rules. Design/methodology/approach Discusses the history, requirements, effects, and expected implementation timeline of the new rules, then offers a detailed project plan and timeline for compliance. Findings The Rule does not require insurers to use summary prospectuses, but there are several compelling reasons for doing so. The Rule allows insurers to use a new concise and brief selling document, and by so doing to begin generating very significant cost savings as soon as May 1, 2021. The article provides a detailed implementation plan for insurance companies that want to comply with the new prospectus disclosure requirements and implement policies and procedures to begin using summary prospectuses. Practical implications A coordinated project implementation plan like that outlined in the article might assist insurance companies to make the requisite statutory prospectus revisions and prepare and obtain SEC approval of summary prospectuses by May 1, 2021. Originality/value Analysis from experienced attorneys who frequently advise insurance companies issuing fixed and variable annuities, and assist clients in navigating the complex regulatory requirements governing insurance and securities products.

FINRA publishes guidance on research conflict of interest rules

2016 ◽  
Vol 17 (1) ◽  
pp. 45-50
Author(s):  
Timothy Burke ◽  
Jason Pinney
Keyword(s):  
Conflicts Of Interest ◽  
Selection Process ◽  
Valuable Insight ◽  
Financial Industry ◽  
Content Type ◽  
Risk Levels ◽  
Policies And Procedures ◽  
Practical Guidance ◽  
Research Analysts ◽  
Practical Implications

Purpose To explain recent guidance released by the Financial Industry Regulatory Authority (FINRA) regarding research analyst conflicts of interest that arise during the underwriter selection process. Design/methodology/approach The article discusses the risks associated with different communications between research analysts and issuers during the three phases of the underwriter selection process: the pre-IPO period; the solicitation period; and the post-mandate period. Findings While many questions remain, the FINRA guidance provides valuable insight to firms regarding the types of communications between research analysts and issuers that are permitted during different periods in the solicitation process. The risk levels associated with different types of communications during those time periods range from low to high to “unmanageable”. The article provides practical guidance on what research analysts can say and do during the different periods. Practical implications Broker-dealers should evaluate their policies and procedures to ensure compliance with the new FINRA guidelines. Originality value Practical guidance from experienced securities lawyers who are on the front lines in dealing with these issues.

Too big to fail, too big to jail: restoring liability a lesson from HSBC case

2017 ◽  
Vol 24 (4) ◽  
pp. 513-519 ◽  
Author(s):  
Patrick Hardouin
Keyword(s):  
House Of Representatives ◽  
Systemic Risk ◽  
Design Methodology ◽  
Too Big To Fail ◽  
Financial Industry ◽  
Content Type ◽  
The Us ◽  
Personal Liability ◽  
Practical Implications

Purpose This paper aims to highlight the shift of impunity from institutions to individuals within the “too big to fail, too big to jail” paradigm and to restore individual liability in the financial industry. Design/methodology/approach The paper is based on the analysis of HSBC deferred prosecution agreement concluded on December 10, 2012 and of a report by the US House of Representatives Financial Committee released in July 2016. Findings “Too big to fail, too big to jail” is a paradigm which contains justice. It leads to the impunity of individuals involved due to the absence of trial. Containment of justice is denial of justice. However, the systemic risk is attached to institutions, not to individuals. Therefore, it should not hamper the prosecution of individuals. Practical implications Setting sanctions applicable to individuals and proportionate to the crime would contribute to deter financial misconducts. Originality/value The value of the paper is the demonstration that there is no basis for a limited personal liability in the financial industry.

Selling structured products to retail investors in the US

2017 ◽  
Vol 18 (3) ◽  
pp. 59-63
Author(s):  
Margaret Sheehan
Keyword(s):  
Financial Services ◽  
Regulatory Agencies ◽  
Content Type ◽  
Structured Products ◽  
The Us ◽  
Retail Investors ◽  
Investment Advisers ◽  
And Control ◽  
Practical Implications ◽  
Do So

Purpose To explain the inherent risks, draw attention to SEC and FINRA guidance, and suggest ways to limit and control the sale of structured securities to retail investors. Design/methodology/approach Explains potential problems with the sale of structured securities to retail investors; recommends marketing, disclosure, training, suitability, and supervision guidelines; summarizes the results of an SEC sweep examination; draws conclusions. Findings Both the SEC and FINRA have stopped short of saying that retail sales of structured products is unsuitable per se, but both have demonstrated unease about this activity and clearly indicated that firms who engage in it have heightened and specific disclosure, training, suitability and supervisory obligations. Practical implications Although firms certainly can sell these products in the retail market in a responsible and compliant manner, they should do so with thought, preparation and caution, because the regulatory agencies are watching. Originality/value Practical guidance from experienced financial services and securities lawyer concentrating on investment advisers and broker-dealers.

The effect of investor sentiment and the structure of shareholder ownership on corporate investment

2022 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Hui Li ◽  
Bruce Grundy
Keyword(s):  
Fixed Effects ◽  
Investor Sentiment ◽  
Corporate Investment ◽  
Content Type ◽  
Investment Level ◽  
The Us ◽  
Retail Investors ◽  
Empirical Tests ◽  
Positive Effect ◽  
Practical Implications

Purpose This paper aims to investigate the relations amongst investor sentiment, the structure of shareholder ownership and corporate investment.Design/methodology/approach This paper develops a theoretical model, proposes hypotheses based on the predictions of the model and conducts empirical tests. The primary method is panel regression with fixed effects. The sample covers the US data for the period between 1980 and 2018.Findings This paper finds that firms with a higher proportion of retail investors invest more than otherwise similar firms. In the low-sentiment periods, the financially constrained firms invest less than the non-financially constraint firms. The positive effect of residual retail ownership on the investment level is higher for firms with a higher idiosyncratic risk.Practical implications The results suggest that larger share ownership of the relatively informed institutional investors may serve as a mechanism that could reduce the degree of overinvestment caused by higher investor sentiment and the over-optimistic of the relatively uninformed investors.Originality/value This paper provides an incremental theoretical and empirical contribution to the relations amongst investor sentiment, corporate investment and the structure of shareholder ownership.

FINRA’s disciplinary actions in 2017: increased restitution ordered with minimal changes in number of cases

2018 ◽  
Vol 19 (2) ◽  
pp. 19-23
Author(s):  
Brian Rubin ◽  
Adam Pollet
Keyword(s):  
Money Laundering ◽  
Design Methodology ◽  
Disciplinary Actions ◽  
Financial Industry ◽  
Electronic Communications ◽  
Content Type ◽  
The Past ◽  
Expert Analysis ◽  
Research Analysts ◽  
Practical Implications

Purpose The purpose of this paper is to analyze the Financial Industry Regulatory Authority’s (FINRA) 2017 disciplinary actions, the issues that resulted in the most significant fines and restitution and the emerging enforcement trends from 2017 and beyond. Design/methodology/approach The approach of this paper discusses the disciplinary actions in 2017 and prior years, details the top 2017 enforcement issues measured by total fines assessed, including anti-money laundering, trade reporting, electronic communications, books and records, research analysts and research reports, and explains current enforcement trends, including restitution, suitability cases and technological issues. Findings In 2017, restitution more than doubled from the prior year, resulting in the fourth highest total sanctions (fines combined with restitution and disgorgement) assessed by FINRA over the past 10 years. Practical implications Firms and their representatives should heed the trends in both the substantial restitution FINRA is ordering and the related enforcement issues in the cases FINRA has brought. Originality/value This paper provides expert analysis and guidance from experienced securities enforcement lawyers.

The SEC turns up the heat on private equity expense allocations

2016 ◽  
Vol 17 (2) ◽  
pp. 35-38
Author(s):  
Samuel Lieberman ◽  
John T. Araneo
Keyword(s):  
Financial Services ◽  
Private Equity ◽  
Equity Fund ◽  
Content Type ◽  
Private Equity Fund ◽  
Fund Managers ◽  
Compliance Programs ◽  
Raising Awareness ◽  
The Us ◽  
Practical Implications

Purpose To discuss the US Securities and Exchange Commission’s (“SEC’s”) increasing focus on disclosure and conflict-of-interest problems arising from how private equity fund (“PE Fund”) managers allocate expenses between management and fund investors. Design/methodology/approach This article summarizes the background of this focus on expense allocations and, drawing from the recent SEC enforcement actions focused on this issue, and identifies the types of both expenses and disclosures that have caught SEC attention. Findings After spending the first two or three years post Dodd-Frank raising awareness of these issues, the SEC has begun to impose large fines over expense-allocation conflicts and disclosure issues. Practical implications It is imperative for PE Fund managers to retain counsel to review their fund offering documents, expense allocation practices, and compliance programs to ensure consistency with the SEC’s recent decisions on these issues. Originality/value Practical guidance from experienced financial services lawyers.

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