All posts by Lauren C. Jackson

Lauren Jackson focuses her practice on regulatory compliance and enforcement matters for registered persons and entities subject to the jurisdiction of state and federal securities and commodities regulators. She has represented top-tier global financial institutions, broker-dealers, investment advisers, swap dealers, and commercial commodities traders as well as other registered entities, registered individuals, and professionals (e.g., public company executives, accountants and attorneys) in response to all phases of examinations, investigations, and enforcement proceedings brought by state and federal regulators and self-regulatory organizations including: the SEC, CFTC, FINRA, DOJ, OCC, CBOE, CME, NFA, NASSA task force groups, and state securities divisions and attorneys general. Ms. Jackson's full bio can be found here.

SEC Sanctions Firm for Policies that (Theoretically Could Have) Curtailed Whistleblowers

On June 23, 2021, the U.S. Securities and Exchange Commission (the “Commission”) entered an administrative order (the “Order”) that, among other things, fined a broker-dealer (“BD”) $208,912 for alleged violations of Rule 21F-17(a), which relates to individuals reporting possible securities laws violations to the Commission (a.k.a., whistleblowers).

Practice Tip: While the Order was entered against a broker-dealer, Rule 21F-17(a) applies to all entities subject to the Commission’s jurisdiction (e.g., public companies, broker-dealers, and investment managers). Indeed, the Commission has previously sanctioned public companies and investment advisers for violations of Rule 21F-17(a).

Read more here for both a summary of the Order’s findings, and take-aways for legal and compliance practitioners who support firms that are subject to the Commission’s jurisdiction.

Securities Regulators Focus on Forgivable Recruitment Loans/Bonuses, Social Media Influencers, and Rescission Offers

In recent weeks, we have observed significant new developments in securities regulation related to two enforcement actions by the Commission and an unexpected (and, to our knowledge, unprecedented) new rule adopted by a state securities regulator.  First, the Commission has published enforcement actions against registered investment advisers (“RIAs”), involving: (a) failure to make conflicts-related disclosures about payment of forgivable recruitment loans/bonuses; and (b) failure to comply with Rule 206(4)-3 (the “Solicitation Rule”) when using social media influencers acting as referral sources.  Second, the Tennessee Securities Division has fundamentally changed the process for issuers and broker-dealers attempting to shield themselves from civil liability arising from unregistered, non-exempt securities offerings through rescission offers.

Read more here.

Additional contributors:
Thomas B. Cain,  tcain@kilpatricktownsend.com
Alexandra M. Fenno,  afenno@kilpatricktownsend.com
Jeffrey T. Skinnerjskinner@kilpatricktownsend.com