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Regulatory Sanctions

Private Securities Transactions: More Tales from the Crypt

May 14, 2019

by Howard Haykin

 

In April, FINRA reported sanctions against 4 brokers who suffered a “broker’s worst nightmare.” They admitted to selling Promissory Notes issued by the Woodbridge Group of Companies, a company that filed a voluntary Chapter 11 bankruptcy petition in December 2017, while SEC investigators closed in on the company's $1.2 billion Ponzi scheme that targeted thousands of retail investors. [See Selling Private Securities in a Ponzi Scheme]
 
At least 3 other brokers were caught in the web of the Woodbridge Ponzi scheme, and their disciplinary fates were reported by FINRA in January and March of this year. Their cases are discussed below.
 
SO WHY REPORT ON THESE OTHER BROKERS?   Because participating in any unauthorized private securities transactions, or “PSTs”:  (i) can carry significant unforeseen risks to investors, (ii) can have enormous consequences on brokers’ careers, and (iii) FINRA continues to routinely enforce its rules in this area.
 
At some point, every broker needs to question … whether the payoffs of PSTs more than offset the attendant risks?

  

 

Quest Capital Securities broker was BARRED from the industry … in November (notwithstanding his 23 years’ experience in the business) for having engaged in undisclosed and unapproved private securities transactions totaling more than $10.8 million. Between 2013 and 2017, the broker solicited investors to purchase promissory notes issued by the Woodbridge Group of Companies LLC. The $10.8 million in Woodbridge notes were sold to 58 investors, 30 of whom were Firm customers. The broker, who received $261,000 in commissions, did not provide notice to the Firm prior to participating in these private securities transactions, nor did he obtain approval from the Firm.  [FINRA AWC NO. 2018057197801]

 

 

Despain Financial Corporation broker was BARRED from the industry … in January (notwithstanding his 31 years’ experience) for failing to cooperate with FINRA's requests for documents and for on-the-record testimony. The regulator was conducting an investigation into whether the broker engaged in unauthorized sales (PSTs) of Woodbridge Promissory Notes and interests in Future Income Payments, LLC.  [FINRA AWC NO. 2018038604101]

 

 

Mutual Securities broker was fined $10K, suspended for 12 month, and disgorged of $40K  … in December (notwithstanding his 26 years’ experience) for having engaged in undisclosed and unapproved private securities transactions totaling more than $1.1 million. Between June 2016 and August 2017, the broker solicited investors to purchase promissory notes issued by the Woodbridge Group of Companies LLC. The $1.1 million in Woodbridge promissory notes were sold to 15 investors, 5 of whom were Firm customers, for which the broker received $40,000 in commissions.  [FINRA AWC No. 2018057586601]

 

 

Unauthorized participation in Private Securities Transactions by an Associated Person violates NASD Rule 3040 and FINRA Rule 3280.
 
Failure to cooperate with a FINRA investigation violates FINRA Rule 8210.