The Securities and Exchange Commission (SEC) today announced charges against 12 firms, comprising broker-dealers, investment advisers, and one dually-registered broker-dealer and investment adviser, for widespread and longstanding failures by the firms and their personnel to maintain and preserve electronic communications in violation of recordkeeping provisions of the federal securities laws.
The firms admitted the facts set forth in their respective SEC orders, acknowledged their conduct violated recordkeeping provisions of the federal securities laws, agreed to pay combined civil penalties of $88,225,000 as outlined below, and have begun implementing improvements to their compliance policies and procedures to address these violations.
The firms are as follows:
- Stifel, Nicolaus & Company, Inc. agreed to pay a $35 million penalty;
- Invesco Distributors, Inc., together with Invesco Advisers, Inc., agreed to pay a $35 million penalty;
- CIBC World Markets Corp., together with CIBC Private Wealth Advisors, Inc., agreed to pay a $12 million penalty;
- Glazer Capital, LLC agreed to pay a $2 million penalty;
- Intesa Sanpaolo IMI Securities Corp., agreed to pay a $1.5 million penalty;
- Canaccord Genuity LLC agreed to pay a $1.25 million penalty;
- Regions Securities LLC agreed to pay a $750,000 penalty;
- Alpaca Securities LLC agreed to pay a $400,000 penalty;
- Focused Wealth Management, Inc. agreed to pay a $325,000 penalty; and
- Qatalyst Partners LP will not pay a penalty.
The SEC’s investigations into all the firms except for Qatalyst uncovered pervasive and longstanding use of unapproved communication methods, known as off-channel communications, at these firms. As described in the SEC’s orders, the firms admitted that during the periods relevant to each order, their personnel sent and received off-channel communications that were records required to be maintained under securities laws.
The failure to maintain and preserve required records deprives the SEC of these communications in its investigations. The failures involved personnel at multiple levels of authority, including supervisors and senior managers.
Two additional firms, Canaccord and Regions, also self-reported their violations and, as a result, will pay significantly lower civil penalties than they would have otherwise.
The firms were each charged with violating certain recordkeeping provisions of the Securities Exchange Act or the Investment Advisers Act or both. In addition, all but one of the firms failed to reasonably supervise their personnel with a view to preventing and detecting those violations. The SEC’s order against Focused Wealth also found that the firm failed to adopt and implement policies and procedures reasonably designed to prevent the firm and its supervised persons from violating recordkeeping requirements.
Each of the firms was ordered to cease and desist from future violations of the relevant recordkeeping provisions and was censured. Ten of the firms also agreed to retain compliance consultants to, among other things, conduct comprehensive reviews of their policies and procedures relating to the retention of electronic communications found on personal devices and their respective frameworks for addressing non-compliance by their personnel with those policies and procedures.
