The Monetary Trade Regulatory Authority (“FINRA”) not too long ago recognized sure pink flags in reference to a disciplinary motion towards Gar Wooden Securities LLC. FINRA’s allegations centered on Gar Wooden’s alleged facilitation of gross sales of unregistered securities in violation of the Part 5 of the Securities Act of 1933, as amended (the “Securities Act”). Based on FINRA, Gar Wooden didn’t establish sure suspicious exercise in a buyer’s account that ought to have warranted the submitting of FINRA Kind SAR-SF. Over a two-year interval, in accordance with FINRA, the shopper deposited certificates for penny shares issued by 24 totally different corporations into its Gar Wooden brokerage account, instantly liquidated the shares and withdrew the proceeds by wire switch. On a minimum of three events, these certificates ought to have borne a restrictive legend, however didn’t. At present, the regulators are displaying an elevated curiosity in gross sales of unregistered inventory. They usually happen in the middle of main penny inventory promotions. Then, and infrequently at different instances, the sellers are holders of convertible debt who dump their inventory utilizing an lawyer opinion letter earlier than the debt has been correctly “aged.” That’s what FINRA says occurred within the Gar Wooden case. The FINRA Purple Flags FINRA recognized quite a lot of pink flags that it alleges Gar Wooden didn’t establish and act upon: — The shopper opened a brand new account and delivered bodily certificates representing a big block of thinly traded or low priced securities;
— The shopper had a sample of depositing bodily share certificates, instantly promoting the shares after which wiring out the proceeds of the sale; — The shopper deposited certificates that had been not too long ago issued or represented a big proportion of the float for the safety; — The certificates didn’t bear a restrictive legend which was inconsistent with the date the client acquired the shares or the character of the transaction during which the shares had been acquired; — The account had restricted property however acquired an digital switch or journal transaction of enormous quantities of low priced unlisted securities; — The SEC filings of the issuers whose shares had been deposited weren’t present, had been incomplete or not made; — Among the shares deposited had been for shares of shell corporations; and — The unique clearing agency for the account closed the account after it recognized a number of pink flags associated to the shopper. Gar Wooden, a small broker-dealer, was censured by FINRA and fined $75,000 for its negligence. For different brokerages accepting deposits of penny inventory certificates, the pink flags recognized by FINRA can function an important guidelines. The pink flags recognized by FINRA function an important guidelines for brokers accepting deposits of penny inventory issuers.