The U.S. Securities and Exchange Commission (SEC) has taken enforcement action against 26 broker-dealers, investment advisers, and dually-registered firms for widespread violations in maintaining and preserving electronic communications. The charges highlight longstanding failures by these firms to comply with federal record-keeping requirements.
The implicated firms admitted to the facts outlined in the SEC orders, acknowledging that their conduct breached record-keeping provisions under federal securities laws. Collectively, the firms have agreed to pay $392.75 million in civil penalties and are in the process of implementing measures to enhance their compliance policies. Three firms that voluntarily self-reported their infractions will face significantly reduced penalties.
“As today’s enforcement actions against more than two dozen firms reflect, we remain committed to ensuring compliance with the books and records requirements of the federal securities laws, which are essential to investor protection and well-functioning markets,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “Among this group of firms, there are several that differentiated themselves by self-reporting prior to the staff’s investigation, demonstrating once again the real benefits of proactive cooperation.”
The SEC’s investigations revealed pervasive use of unapproved communication methods, referred to as off-channel communications, across the firms. These off-channel communications included records that should have been preserved under securities laws but were not, impeding the SEC’s ability to conduct effective investigations. The violations were found to involve personnel at various levels, from senior managers to supervisors.
The firms were charged with breaches of record-keeping provisions under the Securities Exchange Act and the Investment Advisers Act, in addition to failures in supervising their personnel to prevent such violations. Alongside financial penalties, the firms were ordered to cease and desist from further breaches and received formal censures.
Reacting to the announcement, Matt Smith, CEO of integrated surveillance solutions provider SteelEye, commented: “The SEC’s recent hefty fines dispel any notion of a softer stance on off-channel communications breaches. Its crackdown remains in full force. The SEC is clearly expanding its focus beyond large tier-one banks, continuing to target investment advisers and broker-dealers. With fines posing a growing threat to firms of all sizes, it’s crucial they invest in the necessary measures, embracing smarter, more efficient approaches to supervision to navigate the evolving regulatory environment more effectively. Only then will they be able to keep pace with the SEC’s unforgiving scrutiny.”
Oliver Blower, CEO of London-based communications surveillance specialist VoxSmart, added: “It has been eerily quiet on the watchdog front of late, particularly when it comes to instant messaging record-keeping penalties. But this barrage of fines offers a stark reminder that the regulator will continue waging its battle on off-channel communications for the foreseeable. While this will alarm US firms ill-equipped to monitor staff use of platforms like WhatsApp, financial institutions operating beyond the SEC’s reach should also pay close attention. Overseas regulators certainly will be, and we expect a domino effect as watchdogs worldwide follow suit.”
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