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To discuss the scope and limits of the compliance department's responsibilities in securities firms.

Describes the background to establishing stand‐alone compliance departments; the organizational structure of compliance departments; typical compliance functions; how the compliance department coordinates with business units, senior management, internal audit, and risk management; the distinction between a firm's responsibility to comply with applicable laws and regulations and the role of the compliance department; the distinctions between responsibilities of the compliance department and those of supervisors and senior management; and emerging regulatory trends impacting the compliance department.

New business activities and new regulations have placed increased demands on, and scrutiny of, compliance activities over the past few years. Regulators are looking to compliance departments to play an increasingly important role in identifying proactively and responding to potential wrongdoing.

Explains the critical importance of a well staffed, experienced, and adequately funded compliance department.

The purpose of this paper is to provide of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in January, February, and March 2012.

The paper provides Regulatory Notice 12‐03, January 2012, Complex Products: Heightened Supervision of Complex Products; Regulatory Notice 12‐05, January 2012, Customer Account Protection: Verification of Emailed Instructions to Transmit or Withdraw Assets from Customer Accounts; Regulatory Notice 12‐13, March 2012, Best Execution, SEC Approves Consolidated FINRA Best Execution Rule. It summarizes ten disciplinary actions for recommending unsuitable sales of unit investment trusts (UITs) and floating rate loan funds; using misleading marketing materials in the sale of a non‐traded real estate investment trust (REIT); selling interests in private placement offerings without having a reasonable basis for recommending the securities; unsuitable sales of reverse convertible securities; violating Regulation SHO (Reg SHO) and failing to properly supervise short sales of securities and marking of sale orders; misrepresenting delinquency data and inadequate supervision in connection with the issuance of residential subprime mortgage securitizations (RMBS); permitting a registered representative to publish advertisements that failed to provide a sound basis for a reader to evaluate the products and services being offered, contained exaggerated, unwarranted and misleading statements, and failed to disclose the firm's name; failing to conduct reasonable due diligence regarding securities an entity issued; failing to disclose certain conflicts of interest in research reports and research analysts' public appearances; and failing to develop and enforce written procedures reasonably designed to achieve compliance with NASD Rule 3010(d)(2) regarding the review of electronic correspondence.

The paper reveals for Regulatory Notice 12‐03 that the decision to recommend complex products to retail investors is one that a firm should make only after the firm has implemented heightened supervisory and compliance procedures; firms also should monitor the sale of these products in a manner that is reasonably designed to ensure that each product is recommended only to a customer who understands the essential features of the product and for whom the product is suitable. For Notice 12‐05 it finds that, given the rise in incidents reported to FINRA involving fraud perpetrated through compromised customer e‐mail accounts, FINRA recommends that firms reassess their specific policies and procedures for accepting and verifying instructions to withdraw or transfer customer funds that are transmitted via email or other electronic means, as well as firms' overall policies and procedures in this area. For Notice 12‐13: FINRA Rule 5310 leaves in place the general requirements of best execution, which are for a member firm, in any transaction for or with a customer or a customer of another broker‐dealer, to use “reasonable diligence” to ascertain the best market for a security and to buy or sell in such market so that the resultant price to the customer is as favorable as possible under prevailing market conditions.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.

The purpose of this paper is to interpret Financial Industry Regulatory Authority (FINRA) Regulatory Notice 13-31, which provides practical advice to member firms about how FINRA will be examining for compliance with the rule, some findings about failures to comply and a set of best practices for compliance.

The paper explains the three suitability obligations set forth in Rule 2111, the mechanics of FINRA's suitability examinations, overall findings from FINRA's recent suitability examinations, and some measures and practices FINRA has highlighted that could bolster a firm's suitability-focused supervisory and compliance procedures.

The Notice provides a wealth of information on the types of approaches, systems, procedures and practices that member firms have been using and that FINRA has determined to be most effective in ensuring compliance with the suitability rule.

Although other ways to comply with the rule certainly exist, member firms should review the Notice and consider incorporating the practices discussed or practices likely to achieve similar outcomes.

The paper provides practical guidance from experienced financial services lawyers.

To describe the status of municipal advisor rulemaking by the US Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB), and regulatory compliance approaches, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).

Examines the posture of the SEC, MSRB and Financial Industry Regulatory Authority (FINRA) upon completion of the MSRB’s core regulatory framework for municipal advisors. Explores threshold issues in determining municipal advisor status, approaches for preparing for and responding to initial regulatory compliance examinations by the SEC and FINRA, and key considerations in reviewing municipal advisor policies, procedures and business practices in light of the evolving regulatory and marketplace landscape.

SEC and FINRA compliance examiner feedback points to the expectation that municipal advisor policies, procedures, processes and records must be fully consistent with the firm’s business activities and must address each material aspect of all applicable MSRB and SEC rules, as well as the fiduciary duty of municipal advisors to their municipal entity clients under the Securities Exchange Act of 1934.

Practical guidance from experienced securities and public finance attorney that provides a consolidated outline of key municipal advisor regulatory compliance obligations under the Dodd-Frank Act.

To analyze FINRA’s focus on broker-dealer culture in its 2016 annual priorities letter and the application of the concept in FINRA disciplinary proceedings, to explain how that focus will affect FINRA’s examinations of firms, and to provide recommendations as to how a firm can develop or improve its culture of compliance.

This article examines FINRA’s current and historic pronouncements about “culture” in speeches, guidance, and decisions in disciplinary proceedings, and looks for common themes that should guide broker-dealers’ compliance.

This article concludes that even if the focus on culture might be regarded as an unnecessary overlay to the panoply of securities laws and regulations to which broker-dealers already are subject, firms should still take it seriously. It is now a focus of FINRA examinations for the purpose of fact-gathering, but FINRA might well elevate their concerns about culture into examination findings or worse.

This article gathers together all available information about the concept of firm “culture” and examines what aspects of the current focus represents legitimate concerns, and what aspects are unnecessary. The article takes the best of the guidance about culture and offers suggestions about how to improve a firm’s culture and, correspondingly, its compliance.

The purpose of this paper is to summarize data gathered from the North American Securities Administrators Association 2007 Report of Investment Adviser Examinations, to help all member jurisdictions and advisers gain a better understanding of current compliance challenges, and to assist advisers in developing compliance programs that will minimize the potential for regulatory violations, and therefore build public trust in their activities.

Summarizes results of examinations in the categories of registration, unethical business practices, books and records, supervision, privacy policies, financial matters, fees, advertising, custody, investment activities, and solicitors; provides “best practices” recommendations based on the results of the examinations.

Of the 418 examinations conducted, there were 2,135 deficiencies noted in 13 compliance categories. The examinations conducted in 2007 found a 12 percent and 19 percent increase respectively in advisers with Registration and Books and Records deficiencies. A slight increase in advisers with Supervisory deficiencies was also noted. The number of advisers with custody deficiencies dropped by 6 percent.

A valuable survey of compliance practices and deficiencies conducted by a leading professional association of securities administrators.

Investor trust in the mutual fund industry has been undermined seriously in recent months by the wide range of abuses brought to light by federal and state regulators. While NASD does not have jurisdiction or authority over mutual funds or their advisors, it does regulate the sales practices of broker‐dealers that sell mutual funds to investors. It also has jurisdiction over the broker‐dealer affiliates of mutual fund complexes that are part of the underwriting and distribution chain for investment company securities. Accordingly, broker participation in illegal or unethical sales practices is a very direct concern of NASD. The organization has approached these problems on two different fronts. The first is in the area of rulemaking proposals for better and more extensive disclosure. The second is through tough and swift enforcement in the areas of compensation arrangements, revenue sharing, breakpoints, and after‐hours trading and market timing.

This article offers a practical approach to demonstrating the pitfalls of broker‐dealers not preparing written supervisory procedures. By showing examples of legal complications that can arise, as well as outlining the current regulatory directives in favor of written procedures, the author emphasizes that written supervisory procedures cannot be treated lightly or as a back‐burner issue.

The purpose of this paper is to describe the exposure and the responsibilities of a broker‐dealer's senior management under NASD's and the NYSE's new rules, emphasizing a regular review of supervisory and compliance systems.

Describes new rules, contained primarily in NASD Rules 3010, 3012, and 3013 and amendments to NYSE Rule 342, and the SROs' intentions underlying those rules; provides additional regulatory guidance on privilege issues related to CEO/CCO meetings and reports, documentation of compliance with the new rules, periodic review of office category designations, specific requirements for “offices of convenience,” and procedures to ensure up‐to‐date identification of producing managers; assesses the potential increase in exposure for CEOs, CCOs, and others under the new rules.

Both the NASD and the NYSE have made clear by their establishment of the new supervisory framework and in guidance to members that they expect increased attention to maintaining adequate compliance and supervisory systems at the highest levels of their member organizations.

Conveys an important message concerning the need for CEOs and CCOs to become increasingly involved in compliance reviews and knowledgeable about supervisory systems.

The purpose of this paper is to provide summaries of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in October, November, and December 2011.

The paper provides Regulatory Notice 11‐49, October 2011, Advertising Regulation; Regulatory Notice 11‐52, November 2011, Senior Designations; Regulatory Notice 11‐54, November 2011, Branch Office Inspections; and the description of one disciplinary action in which a firm was sanctioned and an individual fined.

Notice 11‐49: to inform firms of recent developments regarding the application of rules governing communications with the public, FINRA is proving guidance to firms on communication with the public regarding exchange‐traded products, treasury inflation‐protected securities (TIPS), use of “FINRA” in firm trademarks, and identification of related prior filings when submitting new filings for review. Notice 11‐52: FINRA reminds firms of their supervisory obligations regarding the use of certifications and designations that imply expertise, certification, training or specialty in advising senior investors. Notice 11‐54: FINRA and the Securities and Exchange Commission's Office of Compliance Inspections and Examinations provide broker‐dealer firms with information on developing effective policies and procedures for branch office inspections and remind firms of supervisory requirements under FINRA's supervision rule and notes common deficiencies and strong compliance practices. Trade Reporting Notice on TRACE Reporting Issues: FINRA answers selected member firm detailed questions on reporting issues related to The Trade Reporting and Compliance Engine (TRACE), the vehicle developed by FINRA to facilitate the mandatory reporting of over the counter secondary market transactions in eligible fixed income securities. All broker/dealers who are FINRA member firms have an obligation to report transactions in corporate bonds to TRACE under an SEC approved set of rules.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.