Securities Industry Commentator by Bill Singer Esq

February 25, 2022

The saga of Beverley Schottenstein's lawsuit against JP Morgan Securities and her grandsons Evan and Avi has been widely reported in the press. This litigation is the stuff of soap operas, rom-coms, and television mini-series. As with the old serial movies of years long since past, just when you think the end is near, there's a cliff-hanger. As we return to the action, a federal court seems to have blown the final whistle. But for the fact that this may be less American football and more like soccer where the time runs out but they keep playing into something called "extra time" which, for the life of me, I don't quite get because, you know, the clock shows "0:00" but, regardless, they keep on running around kickin' the ball. Best I can tell, the federal court's whistle is ending the game but let's see how that all pans out over the next few months.

The Securities and Exchange Commission today announced that it has voted to propose changes that would provide greater transparency to investors and regulators by increasing the public availability of short sale related data. New Exchange Act Rule 13f-2 and the corresponding Form SHO would require certain institutional investment managers to report short sale related information to the Commission on a monthly basis. The Commission then would make aggregate data about large short positions, including daily short sale activity data, available to the public for each individual security.

"Proposed Rule 13f-2 would make aggregate data about large short positions available to the public for individual equity securities," said SEC Chair Gary Gensler. "This would provide the public and market participants with more visibility into the behavior of large short sellers. The raw data reported to the Commission on a new Form SHO would help us to better oversee the markets and understand the role short selling may play in market events. It's important for the public and the Commission to know more about this important market, especially in times of stress or volatility."

Specifically, Rule 13f-2 would require institutional investment managers exercising investment discretion over short positions meeting specified thresholds to report on the Proposed Form SHO information relating to end-of-the-month short positions and certain daily activity affecting such short positions. The Commission would aggregate the resulting data by security, thereby maintaining the confidentiality of the reporting managers, and publicly disseminated the data to all investors. This new data would supplement the short sale data that is currently publicly available from FINRA and stock exchanges.

The Commission also voted to propose a new provision of Regulation SHO, Rule 205, which would establish a new "buy to cover" order marking requirement for broker-dealers. Regulation SHO, which is the Commission's primary short selling regulation, requires broker-dealers to identify each sale order that it effects as either "long," "short," or "short-exempt," but it does not currently have a corresponding requirement for purchase orders. Proposed Rule 205 would require a broker-dealer to mark a purchase order as "buy to cover" if the purchaser has any short position in the same security at the time the purchase order is entered. This information will be especially useful to the Commission in reconstructing significant market events and identifying potentially abusive trading practices including short squeezes.

Relatedly, the Commission voted to amend the national market system plan governing the consolidated audit trail (CAT). The amendment would require CAT reporting firms to report "buy to cover" information to CAT. The proposed amendments also include a provision that would require each CAT reporting firm to indicate where it is asserting use of the bona fide market making exception under Regulation SHO.

In light of Proposed Rule 13f-2, the Commission voted to reopen the comment period for Proposed Exchange Act Rule 10c-1. Rule 10c-1 was proposed by the Commission on November 18, 2021, to increase the transparency and efficiency of the securities lending market by requiring any person that loans a security on behalf of itself or another person to report the material terms of those securities lending transactions and related information to a registered national securities association. The initial Comment period for proposed Rule 10c-1 ended on January 7, 2022.
The Blog published "Hot Shoe Burnin' Down Wall Street In FINRA Morgan Stanley Panama Arbitration, " an article that was written solely by our publisher Bill Singer and published with a copyright notice. For the third time, someone or some company has submitted a Digital Millennium Copyright Act ("DMCA") notice claiming that Bill Singer's copyrighted article wasn't his exclusive copyrighted material. Inexplicably, Google had blocked the article. Understandably, Bill Singer, a 40-year-veteran-lawyer, isn't about to succumb to baseless threats. He has submitted contests to the DMCA notices citing his sole authorship and published copyright notice. In response to Google's takedown of the originally posted content, Bill deleted the content from the original URL and has now republished it at this new location, and he will continue to re-site the content so as long as it is subjected to improper DMCA takedowns. Bill, being the generous guy that he is, also has taken the time to update aspects of the original story and to more clearly mark his turf by noting repeated instances of his name and copyright throughout the update version of the original article. Who is behind the effort to remove the article? Who is behind the effort to silence Bill? Who is behind the effort to erase all online traces of this story? Bill has no idea and, frankly, doesn't give a damn. He will continue to republish this story in an effort to ensure that public investors are made aware of Wall Street's short-comings and that those seeking to cover up the truth never prevail. Thankfully, Google reviewed Bill's contest and rescinded its earlier blockage.
A jury in the United States District Court for the Eastern District of Virginia convicted David Alcorn, 78, of conspiracy, wire fraud, and money laundering; and Aghee William Smith II, 70, was convicted of conspiracy and wire fraud. 

Previously, Daryl Bank, 51, was convicted of conspiracy, mail and wire fraud, selling unregistered securities, securities fraud, and money laundering, and sentenced in September 2021 to 35 years in prison; and Bill Seabolt, 56, was convicted after trial of conspiracy and mail fraud and sentenced in September 2021 to 10 years in prison.  Additionally:
  • Kent Maerki,78, pled guilty to conspiracy and was sentenced in March 2021 to 16 years in prison; 
  • Raeann Gibson, 49, pled guilty to conspiracy and was sentenced in February 2020 to 10 years in prison; 
  • Roger Hudspeth, 51, pled guilty to investment advisor fraud and money laundering and was sentenced in May 2018 to over 12 years in prison; 
  • Tony Sellers, 62, pled guilty to conspiracy and was sentenced in January 2022 to 5 years in prison; and 
  • Norma Jean Coffin, 60, and Tom Barnett, 69, each pled guilty to conspiracy and will be sentenced in March and May 2022, respectively. 
As alleged in part in the DOJ Release, from about 2011 through 2017, the Defendants:

deceived hundreds of unsuspecting investors, most of whom were at or near retirement age, by convincing them to invest in or send money to companies owned and controlled by Alcorn, Bank, and Maerki. Alcorn and others then misappropriated significant portions of the investment funds to pay for their criminal enterprise and lavish lifestyles, as well as to pay exorbitant commissions to Smith and other salesmen.

Smith began selling these fraudulent investments in 2011 for Alcorn, Maerki, and Bank.  The conspirators used material misrepresentations to sell illiquid, highly speculative investment vehicles that were then used as vehicles for fraud. Based on these fraudulent misrepresentations, unsuspecting investors cashed out of 401(k) and other retirement accounts to invest without knowing that Alcorn, Bank, and Maerki were immediately transferring 20%-70% of the funds to other companies that they controlled in the form of purported "fees." As a result of this investment fraud scheme, the victims suffered losses in excess of $20 million.
Douglas Senerth, 32,  pled guilty in the United States District Court for the District of Connecticut to one count of wire fraud. As alleged in part in the DOJ Release:

[B]etween 2011 and 2019, Senerth defrauded his grandmother and his late grandfather by falsely claiming to be a college student and inducing them to give him approximately $419,000 to pay for nonexistent college tuition and other related expenses, and an additional approximately $260,000 by falsely claiming that he would invest their money into an investment fund run by one of his nonexistent professors.  As part of the scheme, Senerth created fraudulent college transcripts, letters and email accounts that he used to corroborate his lies.

Arthur Hayes and Benjamin Delo (founders and executives of the purportedly "off-shore" cryptocurrency derivatives exchange the Bitcoin Mercantile Exchange ("BitMEX")) pled guilty in the United States District Court for the Southern District of New York to one count each of violating the Bank Secrecy Act. As part of their Plea Agreement, Hayes and Delo will separately pay a $10 million criminal fine representing pecuniary gain derived from the offense. As alleged in part in the DOJ Release:

HAYES, together with DELO and indicted co-defendant Sam Reed, was one of the three co-founders and the long-time CEO of BitMEX.  DELO was both a co-founder and, during the period from September 2015 up to and including September 2020, held various executive roles at BitMEX, including Chief Operating Officer. BitMEX is an online cryptocurrency derivatives exchange that, during the relevant time period, had U.S.-based operations and served thousands of U.S. customers, notwithstanding false representations to the contrary by the company.  From at least September 2015, and continuing at least through the time of the Indictment in September 2020, HAYES and DELO willfully caused BitMEX to fail to establish and maintain an AML program, including a program for verifying the identify of BitMEX's customers (or a "know your customer" or "KYC" program).  As a result of its willful failure to implement AML and KYC programs, BitMEX was in effect a money laundering platform.  For example, in May 2018, HAYES was notified of allegations that BitMEX was being used to launder the proceeds of a cryptocurrency hack.  Neither HAYES, DELO, nor their company filed a suspicious activity report thereafter (indeed, BitMEX filed no suspicious activity reports at all between 2014 and September 2020), nor did they implement an AML or KYC program in response.  Unsurprisingly, BitMEX was also a vehicle for sanctions violations: HAYES and DELO both communicated directly with BitMEX customers who self-identified as being based in Iran, an OFAC-sanctioned jurisdiction, but did nothing to implement an AML or KYC program after doing so.

HAYES and DELO failed to institute AML or KYC programs at BitMEX despite closely following U.S. regulatory developments that made clear their legal obligation to do so if BitMEX operated in the United States, which it did.  Despite repeatedly stating that BitMEX did not serve U.S. customers, including to members of the press and others outside of BitMEX, HAYES and DELO both knew that BitMEX's purported withdrawal from the U.S. market in or about September 2015 was a sham, and that purported "controls" BitMEX put in place to prevent U.S. trading were an ineffective facade that did not, in fact, prevent users from accessing or trading on BitMEX from the United States.  HAYES and DELO not only understood that U.S. customers continued to trade on BitMEX, but derived substantial profits from BitMEX as a result of U.S.-based trading.  HAYES and DELO actively sought out U.S. customers by using U.S.-based cryptocurrency "influencers" to market to new customers through BitMEX's so-called "Affiliate Program."  HAYES also conducted U.S. television appearances and marketing stunts that promoted BitMEX's products in the United States.  DELO allowed a customer to continue to access a BitMEX trading account despite this customer explicitly being "US based," merely because that customer was "famous in Bitcoin." DELO falsely changed internal tracking information to reflect that customer's country of residence as being other than the United States, despite knowing that to be false.
I'm not saying that this DOJ Release emanating out of the United States Attorney's Office for the Southern District of Ohio is the worst such release that I've ever read but it sure as hell in in contention.  Not only is the spacing odd (I've retained it below) but the narrative seems oddly disjointed and disconnected -- stuff just seems thrown into the release -- as if written by several writers over an extended period of time:

DAYTON, Ohio - Charles Edward Severt, Jr., 52, of Xenia, was sentenced in federal court to 24 months in prison for stealing more than $370,000 in Social Security disability benefits and for making false statements related to stealing $20,000 from a Xenia church.


Severt was indicted and arrested in March 2021.


According to court documents, in connection with his application for disability benefits, Severt stated that he had not worked since 2010 as the result of a shooting. In reality, Severt had been working since at least 2014 in the tree trimming business.


Severt also stated under oath that his license as an investment advisor was suspended for not reporting income from flipping houses. Court documents detail Severt was actually banned for life by the Financial Industry Regulatory Authority for stealing $20,000 from a church in Xenia.


As part of his sentence, Severt will pay more than $370,000 in restitution.


Kenneth L. Parker, United States Attorney for the Southern District of Ohio, announced the sentence imposed yesterday by Senior U.S. District Judge Walter H. Rice. Special Assistant United States Attorney Timothy Landry is representing the United States in this case, which was investigated by the Social Security Administration Office of the Inspector General, Chicago Field Division, with assistance from the United States Marshals Service.
In an Indictment filed in the United States District Court for the Western District of Pennsylvania, Robert Bruce Ralston, 75, was charged with one count of misappropriation by a fiduciary. As alleged in part in the DOJ Release:

[F]rom in and around March 2017 to in and around March 2018, Ralston, who was the appointed fiduciary for a disabled veteran, caused approximately 44 unauthorized withdrawals by check from the disabled veteran's beneficiary account and transferred the money from these checks to himself, totaling approximately $34,411.77. The defendant used the disabled veteran's beneficiary funds to engage in transactions for the defendant's own personal benefit, including paying for his own phone bills, medical bills and mortgage payments, all in violation of the defendant's role and responsibilities as a fiduciary.

SEC Charges Investment Adviser with Failing to Disclose Financial Conflicts of Interest (SEC Release)
In a Complaint filed in the United States District Court for the Central District of California, the SEC charged Arthur S. Hoffman with violating the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Without admitting or denying the allegations of the SEC's complaint, Hoffman consented to the entry of a judgment imposing a permanent injunction. As alleged in part in the SEC Release:

[F]rom May 2019 to December 2019, Hoffman recommended investments in securities issued by Zima Global Ventures, LLC, which purported to use investor funds to trade cryptocurrencies and other digital assets for profit. According to the complaint, Hoffman recommended Zima's securities to clients without disclosing conflicts of interest - in particular, that Zima had agreed to lend Hoffman up to $1.5 million at two-percent interest per year for soliciting investors, and that, in most cases, Hoffman already owed Zima tens of thousands of dollars under that agreement. The SEC further alleges that at least one client asked Hoffman about his compensation from Zima, and Hoffman represented that his association with Ameriprise limited him to a one percent commission. The complaint alleges that, in fact, Hoffman was prohibited by Ameriprise from recommending the investments to clients, and his true compensation totaled more than $170,000 in low-interest loans from Zima, which was more than 25% of the total amount invested by his clients. The SEC alleges that Hoffman also took steps to conceal his conduct from Ameriprise, including by using a non-Ameriprise email address to communicate with clients about Zima's securities, which allegedly violated Ameriprise's policies and procedures, and by persuading two clients not to tell Ameriprise that Hoffman recommended Zima's securities to them when Ameriprise contacted the clients about their investments. Per the complaint, eight of Hoffman's clients invested a total of more than $640,000 in Zima's securities based on his recommendations. The complaint alleges that Zima collapsed in January 2020 when its principals were arrested and charged by the federal criminal authorities with conspiracy to commit wire fraud and money laundering, leaving six of Hoffman's clients with total losses of more than $610,000.
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, Barclays Capital Inc. submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Barclays Capital Inc. has been a FINRA member firm since 1987 with about 2,900 registered representatives at 15 branches. By way of background, the AWC asserts that [Ed: footnote omitted]:

In January 2016, Barclays entered into a settlement agreement with the Securities and Exchange Commission that included, among other things, violations related to the firm's capital and credit threshold controls. The firm agreed to a $35 million fine and an undertaking requiring it to review its compliance with the Market Access Rule and to remediate any deficiencies. 

In April 2017, Barclays entered into settlement agreements with multiple exchanges for a total fine of $105,000 resulting from Market Access Rule violations caused by the firm, among other things, permitting a trader to override an alert and submit an order without further review and not applying pre-trade price controls to orders with pegged instructions.

In accordance with the terms of the AWC, FINRA imposed upon Barclays a Censure and $350,000 fine.  him a $7,500 fine and a nine-month suspension from associating with any FINRA member in all capacities, and ordered that he pay $135,333 in restitution plus interest. As alleged in part in the AWC:

From February 2014 through September 2019, Barclays' Index Options Flow Derivatives Trading Desk (Derivatives Desk) submitted orders to participate in monthly Special Opening Quotations (SOQs) of certain volatility products.2 The Derivatives Desk entered the value of the position it sought to obtain in the SOQ into one of its risk management systems (the System). The System had the ability to execute options orders, although this was not its primary use. During the relevant period, the Derivatives Desk was the only desk at the firm that used the System to enter and execute orders. 

In 2014, Barclays implemented its Global Electronic Trading Governance and Controls Policy (the "Policy"), which was intended to identify all firm systems that required the application of market access controls and procedures. Barclays mischaracterized the System as not offering order entry and execution functionality and excluded the System from the Policy. As a result, between February 2014 and September 2019, the firm did not apply market access controls and procedures to orders that the System generated and routed.

Barclays' failure to apply market access controls and procedures to the System resulted in the firm participating in 48 monthly SOQs and routing approximately 19,500 orders for 2,500,000 contracts to the market unchecked, of which approximately 9,500 orders for 1,125,000 contracts executed. Further, as a result of this failure, the firm did not prevent the entry of erroneous orders totaling $11,800,000 rather than the intended $118,000 through participation in an SOQ on June 19, 2019. This caused the Derivatives Desk to exceed its assigned $4 billion capital limit by approximately $8 billion.3 

After that date, Barclays temporarily stopped using the System to enter orders. Barclays also characterized the System as in-scope for purposes of the Policy and, beginning in September 2019, applied market access controls and procedures to the System's order flow. 

As a result of the failure to apply market access controls and procedures to the System, Respondent violated Section 15(c) of the Exchange Act, Rules 15c3-5(b) and (c) thereunder, and FINRA Rule 2010. 

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Footnote 2: SOQs determine the products' settlement prices on their expiration dates. 

Footnote 3: In December 2021, Cboe Exchange, Inc. brought a separate disciplinary action against Barclays concerning the erroneous order event and imposed a $40,000 fine.

Bill Singer's Comment: Compliments to FINRA on an excellent AWC replete with sufficient content and context so as to make the settlement understandable. Nicely written and explained -- keep up the good work!
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, Ian Michael Pierce submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that Ian Michael Pierce was first registered in 2016 with Northwestern Mutual Investment Services LLC. In accordance with the terms of the AWC, FINRA imposed upon Pierce a Bar from associating with any FINRA member in all capacities. As alleged in part in the AWC:

One of Pierce's insurance customers purchased life and disability insurance policies from NMLIC between September 2015 and August 2018.2 In April and again in May 2019, without the customer's knowledge and consent, Pierce arranged for loans of $1,900 and $985, respectively, to be taken against the cash value of his customer's 2015 insurance policy. Pierce initiated and processed the loans though an internal NMLIC system. After NMLIC deposited the loan proceeds into the customer's checking account, the customer asked Pierce why she had received the funds. Pierce instructed the customer to transfer the loan proceeds to Pierce's personal bank account and falsely stated he would re-apply the funds to the customer's insurance policy. However, after the customer transferred the funds, Pierce did not re-apply the funds to the customer's insurance policy, but instead, spent the money on personal purchases. Pierce's conversion of his insurance customer's funds violated FINRA Rule 2010.

Between 2018 and 2020, Pierce also violated FINRA Rule 2010 by repeatedly misrepresenting to the customer that she no longer needed to pay the premiums for her insurance policy, causing the premium payments to be paid by automatic premium loans from January 2019 forward. By 2020, the customer owed $6,500 on that policy. Pierce also informed the customer that all her insurance policies were in order and that her disability insurance remained in effect when in fact it had lapsed in January 2020. On February 19, 2020, Pierce emailed the customer the financial history of her insurance policies, which Pierce had prepared and falsely represented fictitious premium payments and account balances. 

By converting funds from his insurance customer, and by making material misrepresentations to the customer, Pierce violated FINRA Rule 2010.  
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Footnote 2: The customer did not have an account with NMIS.
Footnote 3: NMLIC reimbursed the customer for her losses. 

Bill Singer's Comment: OMG TWO IN A ROW!! Compliments to FINRA on an excellent AWC replete with sufficient content and context so as to make the settlement understandable. Nicely written and explained -- keep up the good work!
For the purpose of proposing a settlement of rule violations alleged by the Financial Industry Regulatory Authority ("FINRA"), without admitting or denying the findings, prior to a regulatory hearing, and without an adjudication of any issue, James R. Kirchner submitted a Letter of Acceptance, Waiver and Consent ("AWC"), which FINRA accepted. The AWC asserts that James R. Kirchner entered the industry in 1997 and between September 2014 and December 2018, he was registered with David A. Noyes & Company n/k/a Sanctuary Securities, Inc. In accordance with the terms of the AWC, FINRA imposed upon Pierce a $5,000 fine and a two-month suspension from associating with any FINRA member in all capacities. As alleged in part in the AWC:

In January 2017, Kirchner sold Noyes Customer #1 an interest in a private placement. Customer #1 completed, executed and/or initialed multiple documents in connection with that purchase, including an Accredited Investor Suitability Questionnaire, required by Noyes. When Kirchner submitted the customer's documentation to Noyes for approval, the firm rejected the proposed purchase because Customer #1 had initialed the Questionnaire incorrectly. The firm instructed Kirchner to obtain a new and correctly-completed Questionnaire from Customer #1 in order to approve the investment. 

Kirchner did not obtain a new Questionnaire from Customer #1, however, but instead altered that document with the intention of submitting it to Noyes to complete Customer #1's private placement purchase. Specifically, Kirchner used his personal email address to send the original Questionnaire to a third party, a person Kirchner knew who could electronically alter the document for him. This third party received the document from Kirchner, and then altered it by moving Customer #1's initials to the location that Noyes required in order to approve the purchase. The third party altered the document at Kirchner's request and sent it back to Kirchner using Kirchner's personal email address. Kirchner then used his personal email to send the falsified Questionnaire back to his Noyes email account. Kirchner's use of his personal email account to communicate with the third party violated Noyes' written policy requiring that all business-related communications be conducted with firm-issued email addresses, and Kirchner did so in order to circumvent his firm's supervisory review of his conduct. 

Although Kirchner did not submit the altered document to Noyes, the firm identified Kirchner's use of his personal email address and the falsification, and terminated Kirchner's registration with the firm. 

Therefore, Respondent violated FINRA Rule 2010.

Bill Singer's Comment: OMG THREE IN A ROW!!! Compliments to FINRA on an excellent AWC replete with sufficient content and context so as to make the settlement understandable. Nicely written and explained -- keep up the good work! You're on a roll.

In a FINRA Arbitration Statement of Claim filed in May 2020, associated person Claimant Craig D. Breitsprecher and non-member Claimant Breitsprecher and Associates LLC asserted breaches of contract and of the covenant of good faith and fair dealing, conversion, and civil theft, and also sought declaratory relief. Claimants sought interest, punitive damages, treble damages, costs, and a declaration that "Respondents have released Claimants of all claims relating to the Partnership and that Claimants are not required to provide any accounting to Respondents;"  and, at the hearing, sought $28,087.93 in compensatory damages. 
  Associated person Respondent Komarow and non-member Komarow Financial generally denied the allegations, asserted affirmative defenses, and filed a Counterclaim. Respondents sought $15,665 in compensatory damages, at least $100,000 in liquidated damages per incident, interest, and fees. 
  Without offering any rationale, the FINRA Arbitration Panel found Respondents jointly and severally liable for and ordered them to pay to Claimants $28,087.93 in compensatory damages. Additionally, the Panel found Claimants jointly and severally liable for and ordered them to pay to Respondents $14,165 in compensatory damages. The Panel offset the two awards and rendered a net award to Claimants of $13,922.93. Finally, the Panel awarded to Respondent Komarow the Tenpath Financial Group name as his intellectual property and ordered that the parties provide each other with a Declaration releasing each other from any additional claims without any required accounting.

Bill Singer's Comment: Sadly, as is too often the case, this FINRA Arbitration Panel declined to offer so much as a modicum of rationale for their awards. Worse, we are provided with no content or context to understand the fascinating award of intellectual property to one Respondent. I suspect that the underlying dispute involved some interesting issues but we will never know.

( Blog)
As the January 2022 version of this post reported, J.P. Morgan Securities ("JPMS") had alleged that Timothy Logsdon needed to be restrained from disclosing confidential information and soliciting the firm's clients. As things turned out, although the Court denied JPMS' requested TRO, the judge left open the possibility of a subsequent injunction, and, trying to squeeze through that narrow opening, JPMS requested an evidentiary hearing in order to depose Logsdon.
The February 18th FINRA Press Release is a clumsy effort to manage a public relations nightmare. Painfully, lacking in the Press Release is any sense of urgency. What I would have expected -- what industry reform advocates demand -- is accountability on a fast track. For starters, the Audit Committee should not merely express a desultory desire for some kind of findings in "coming months," but underscore the mission-critical aspect of this blot on FINRA's reputation. No, you don't get to go to the old delay-of-game playbook and select the option of a report in a few months and then grant an extension and then deliberate on the recommendations and then publish a sanitized report to the public for extended comment and then undertake a reconciliation effort and then publish a proposed rule and then extend all of that nonsense to a point where FINRA's Chair, and CEO, and all sitting Board members have long-since retired and left the mess to another generation of wannabe self-regulators.