Enforcement Actions
Financial Industry Regulatory Authority (FINRA)
PRIVATE SECURITIES TRANSACTIONS
2010
NOTE: Stipulations of Fact and Consent to Penalty (SFC); Offers of Settlement (OS); and Letters of Acceptance Waiver, and Consent (AWC) are entered into by Respondents without admitting or denying the allegations, but consent is given to the described sanctions & to the entry of findings. Additionally, for AWCs, if FINRA has reason to believe a violation has occurred and the member or associated person does not dispute the violation, FINRA may prepare and request that the member or associated person execute a letter accepting a finding of violation, consenting to the imposition of sanctions, and agreeing to waive such member's or associated person's right to a hearing before a hearing panel, and any right of appeal to the National Adjudicatory Council, the SEC, and the courts, or to otherwise challenge the validity of the letter, if the letter is accepted. The letter shall describe the act or practice engaged in or omitted, the rule, regulation, or statutory provision violated, and the sanction or sanctions to be imposed.
Leonard Kahn
AWC/2008013363601
Registered Principal Kahn sold preferred stock shares of a company to investors, in the approximate amount of $127,000, without prior written notice to, and written approval from, his member firm. One investor was an elderly individual who invested $96,000 that she borrowed from a variable annuity that she had purchased through Kahn several years earlier. The company had paid her approximately $11,000 in annual interest when her Individual Retirement Account (IRA) custodian informed her that the company’s preferred shares had no value and were worthless. Kahn executed and submitted his firm’s Private Securities Transactions Certification, in which he falsely certified that he had not participated in any manner in private securities transactions since his employment with the firm.
Leonard Kahn: Fined $10,000; Suspended 6 months
Bill Singer's Comment

Maybe it's me -- or maybe it's FINRA not fully explaining this case (or over-stating it to give a far worse appearance than it is).  You tell me?  A Principal invests an elderly client in worthless preferred stock using the proceeds of a VA that the Principal had earlier sold the elderly client -- and then the Principal lies about having been involved in any Private Securities Transactions.

Okay, so here's what's troubling me.  FINRA doesn't tell us whether the Principal knew that the elderly client used the VA proceeds to fund the Pfd stock. We also don't know if the Principal solicited the borrowing from the VA, or was even aware of the source of the funds used to buy the Pfd. shares. Frankly, those strike me as important factors.  Of course, there is that very ominous fact that Kahn lied on the certification -- was that intentional or unintentional?  Again, FINRA ain't making that clear.

What I'm trying to understand is why a Principal who engaged in a VA-proceeds transaction that ultimately put an elderly client in worthless Pfd. shares and that same Principal then lies about his PST activity -- why that Principal is only suspended 6 months.  Seems to me, if we make the likely inferences, he should be barred.  However, as with many of these cases, the actual facts may be far more benign; hence, supporting the imposition of the fine and six-months suspension.  Problem is -- we don't know from the official, published, monthly disciplinary squib.  Hide-and-seek?  Is this proper regulation?

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