Securities Industry Commentator by Bill Singer Esq

[S]even Points permitted 13 proprietary traders to engage in equity trading but failed to ensure that they obtained appropriate registrations prior to conducting this activity. Five out of the 13 associated persons had not qualified and registered as a General Securities Representative and an Equity Trader or, as applicable, a Securities Trader, prior to engaging in equity trading. In addition, there were eight associated persons who were registered as General Securities Representatives but did not timely complete the Series 55 or 57 examination. The Firm did not ensure that those eight associated persons were qualified and registered as an Equity Trader or Securities Trader, as applicable, although such registration was required for their equity trading activity. By virtue of the foregoing, Seven Points violated NASD Membership and Registration Rules 1031(a) and 1032(f) and FINRA Rule 2010. 

Further, during the Relevant Period, Seven Points failed to enforce its written procedures, which required the Firm to register any person who was to engage in the securities business of the Firm. The Firm failed to qualify and register 13 associated persons in the appropriate category or categories of registration when those persons engaged in equity trading on behalf of the Firm. By virtue of the foregoing, Seven Points violated NASD Rule 3010(b) (for conduct before December 1, 2014), and FINRA Rules 3110(b) and 2010 (for conduct on or after December 1, 2014

In March 2019, the Investment Bank began working to provide financing to a private equity firm headquartered in New York ("Private Equity Firm-1") on its possible acquisition of a publicly traded company Electronics for Imaging, Inc. ("EFI").  Information relating to the EFI deal, including its existence, was non-public and confidential.  As an analyst at the Investment Bank, TSAI was responsible for, among other things, updating a running list of active transactional deals, including mergers and acquisitions, involving clients of the Investment Bank.  As such, TSAI had access to files containing material, non-public information, including information about the EFI deal.    

In violation of the Investment Bank's policies and in breach of his duties to the Investment Bank and its clients, TSAI used material, non-public information about Private Equity Firm-1's pending acquisition of EFI to purchase EFI call options.  Specifically, from on or about March 29, 2019 continuing until on or about April 12, 2019, TSAI bought 187 EFI call options, for a total price of approximately $28,410.  TSAI purchased the EFI call options through a brokerage account in his own name.  Contrary to Investment Bank policies, TSAI did not reveal his trades or the existence of the brokerage account to the Investment Bank.  

The public announcement of Private Equity Firm-1's acquisition of EFI on the morning of April 15, 2019 caused EFI's shares to increase in value.  Indeed, by the close of the market on April 15, 2019, EFI's stock price had risen to $38 per share, an approximately 29.25% increase from the previous trading day's close, resulting in an increase in the value of the call options TSAI had purchased.  On April 15, 2019, after the morning announcement of the EFI deal, TSAI placed an order to sell all 187 EFI call options he previously purchased.  TSAI's trading activity in EFI options resulted in a profit of approximately $98,750. 

learned of the acquisition when Siris consulted the bank about providing financing and advice on the transaction. The SEC alleges that soon after learning about the deal, Tsai purchased EFII call options, which he sold for a profit of approximately $98,750 shortly after the deal was announced in mid-April 2019.

Tsai allegedly attempted to hide his illegal activity by conducting his trading in a brokerage account that he concealed from his employer, and by circumventing the bank's policies that require employees to pre-clear securities trades.

[O]n November 9, 2016, Burns purchased Fitbit call options just minutes before he and his co-conspirator, Robert W. Murray, filed a fake tender offer on the SEC's EDGAR system purporting to offer to acquire Fitbit's shares at a substantial premium. Fitbit's stock price temporarily spiked when the tender offer became publicly available on November 10, 2016, and Burns sold all of his options for a profit of approximately $13,000.

ignoring, and failing to disclose, warnings from two banks that the Turkish investment opportunity was probably a scam. Duncan also made materially false and misleading statements to at least one client, promising as much as a 100% return on the Turkish investment.

Belgian Citizen Pleads Guilty to Insider Trading (DOJ Release)
https://www.justice.gov/usao-ct/pr/belgian-citizen-pleads-guilty-insider-trading
Nicholas Zanen pled guilty in the United States District Court for the District of Connecticut to one count of conspiracy to commit securities fraud. In the companion case Securities and Exchange Commission v. Nicolas Zanen and Francis J. Van Steenberge, a judgment was issued ordering Zanen to pay a $432,775.70 civil penalty. Zanen's Co-Defendant Steenberge pled guilty to one count of conspiracy to commit securities fraud and awaits sentencing. As set forth in part in the DOJ Release:

[Z]anen was employed by Cheniere Energy, Inc. ("Cheniere"), a Houston-based energy company whose common stock traded on the New York Stock Exchange under the symbol LNG.  Zanen was a vice president of trading in the Cheniere's United Kingdom Branch and was based in London.  Cheniere maintained written policies prohibiting the direct or indirect disclosure of confidential information and requiring employees to prevent the disclosure of such confidential information.  In his position, Zanen had access to material non-public information concerning Cheniere's deals, financings, and other business information, and he was in possession of inside information prior to public announcements.

Between November 2011 and December 2012, Zanen disclosed Cheniere inside information to a friend, Francis J. Van Steenberge, and advised him whether to buy or sell Cheniere securities with the understanding that Van Steenberge would execute the security transactions on the basis of these instructions.  Zanen and Van Steenberge generated approximately $1 million through this scheme.

Zanen also caused to be made materially false and fraudulent statements to the Financial Industry Regulatory Authority ("FINRA") that he was unaware of the circumstances under which Van Steenberge gained knowledge of Cheniere's business activities.

The FINRA Small Firm community is once again up in arms over the ongoing election for the open 2019 Small Firm Member Board of Governors' seat. "UPDATE: 2019 FINRA Contested Small Firm Election: Vote for Linde Murphy" (BrokeAndBroker.com Blog /  July 26, 2019). In this latest dust-up, FINRA's National Nominating & Governance Committee nominated sitting Small Firm Governor Robert A. Muh for re-election and, thereafter, transmitted an email on July 25, 2019, urging eligible voters to support their nominee's candidacy despite the existence of Small Firm Member Petition Candidate Linde Murphy. Murphy needed to obtain the requisite 3%-plus petitions in support of her candidacy, whereas Muh, who previously ran for his first term as a petition candidate, avoided that inconvenient qualifying step by accepting the Nominating Committee's nod. 

Why does any of this matter? 

A Board of 24

The FINRA Board of Governors consists of 24 members: 

A Powerful Committee

According to FINRA's website:

NOMINATING & GOVERNANCE COMMITTEE (NOMINATING COMMITTEE)

https://www.finra.org/about/standing-committees#

The Nominating and Governance Committee is responsible for nominating persons for appointment or election to the FINRA Board, as well as nominating persons to fill vacancies in appointed or elected governor seats on the Board. The Committee also nominates Industry and Public members for positions on FINRA's National Adjudicatory Council.

The Committee is responsible for periodically reviewing and recommending changes to standing committee charters and, in consultation with the CEO, nominates the members and chairs of each standing committee of the Board. Also in consultation with the CEO, the Committee develops and recommends to the Board guidelines for effective corporate governance. In addition, the Committee reviews and approves appointments to each of FINRA's advisory committees and changes to the advisory committee enabling resolutions.

Kathleen A. Murphy, Chair

Brian J. Kovack

Rochelle B. Lazarus

Hillary A. Sale

Timothy C. Scheve

Leslie F. Seidman

Elisse B. Walter

As of the close of business on Thursday, May 23, 2019, the number of FINRA large firms was 174, and small firms was 3,261.

FINRA Nominating Committee Nominee

FINRA's Nominating Committee has nominated the following individuals: 

Large Firm Governor Candidate: Timothy C. Scheve, Janney Montgomery Scott LLC 

Mid-Size Firm Governor Candidate: Brian J. Kovack, Kovack Securities, Inc. 

Small Firm Governor Candidate: The Nominating Committee determined it would not nominate a candidate for election in 2018. Instead, any eligible candidates who obtain the requisite number of petitions will be included on the ballot. 

At the July 2017 meetings, the Nominating Committee nominated and the Board made a number of appointments to the Board that became effective at the Annual Meeting. Governor Kathleen A. Murphy, President of Fidelity Personal Investing, was appointed to succeed Governor John J. Brennan as the Investment Company Affiliate on the Board. . . 

Nominations

As you know, my name is on the ballot this year because I went through the petition process to get it there.  Let's not forget the efforts of a small group of dissidents that first contested the FINRA nominee years ago.  They fought for the rights of small firms and against what they felt was a nominee handpicked by FINRA. 

At no point in the future would I accept the FINRA nomination for the Small Firm Seat for the Board of Governors.  The person who represents small firms at the board level should go to the members and ask for their support by signing a petition.

• Securities Industry Commentator
• Bill Singer