ARTICLE
16 February 2021

FINRA Reminds Firms To Strengthen Fraud Detection And Prevention Systems

CW
Cadwalader, Wickersham & Taft LLP

Contributor

Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
FINRA reminded firms to strengthen their policies and procedures concerning detection, monitoring and reporting of potentially fraudulent low-priced securities activity.
United States Criminal Law

FINRA reminded firms to strengthen their policies and procedures concerning detection, monitoring and reporting of potentially fraudulent low-priced securities activity. FINRA particularly cautioned that fraud may be prevalent as to issuers that purport to have a COVID-related business model.

In a Regulatory Notice, FINRA outlined indicators of fraud involving (i) issuers, (ii) third-party promotional activities and (iii) firm customer that may seek to manipulate the price of a stock.

In order to mitigate the risks associated with low-priced securities fraud, FINRA recommended that firms enhance their supervisory systems by, among other things:

  • monitoring customer investments in low-priced securities to ensure that "unsolicited" trades were in fact not solicited, including ensuring that the customer is not making an investment in an issuer with which a firm representative is associated as an outside business activity;
  • establishing and implementing risk-based criteria for accepting deposits of low-priced securities; and
  • conducting training, education and outreach to raise awareness regarding the risks associated with investments in low-priced securities.

Additionally, FINRA reminded firms of their Suspicious Activity Report filing obligations under FINRA Rule 3310 ("Anti-Money Laundering Compliance Program") and BSA Rule 1023.210 ("Anti-Money Laundering Program Requirements for Brokers or Dealers in Securities").

Primary Sources

  1. FINRA Notice 21-03: FINRA Urges Firms to Review Their Policies and Procedures Relating to Red Flags of Potential Securities Fraud Involving Low-Priced Securities
  2. FINRA Investor Insight: Nothing Micro about Microcap Fraud - Investing in Low-Priced Stocks

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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