Epic Gatekeeping Failure, Merrill Lynch, and Unregistered Securities

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Unregistered Securities and China-Based Issuer

The Securities and Exchange Commission reaches a settlement for charges against Wall Street behemoth, Merrill Lynch. The circumstances include the firms failure to perform its gatekeeper role. And specifically, for the sale of unregistered securities on behalf of a China-based issuer and its affiliates.

“Broker-dealers are important gatekeepers,” said Antonia Chion, Associate Director of the SEC’s Division of Enforcement. “A broker-dealer has a duty to conduct a reasonable inquiry and know its customers before effecting unregistered sales of securities.”

The SEC’s investigation reveals that Merrill Lynch sold nearly three million shares of Longtop Financial Technological Limited’s securities. Despite red flags leaning toward a potentially unlawful unregistered distribution, Merrill Lynch proceeded with the securities transaction. Ultimately, the sale produced nearly $38 million in earnings for the far east issuer and its affiliates, not to mention earned commissions for Merrill Lynch.

Merrill Lynch’s Unwillingness to Admit Wrongdoing

Despite the SEC’s finding, Merrill Lynch neither confirmed, nor denied violating the Securities Act of 1933. In typical Wall Street fashion, Merrill Lynch settled the matter without admitting or denying the SEC’s findings.

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Peter Moreno
From the concrete jungle of Wall Street as an Investment Adviser to the narco-infested jungles of Colombia, as a U.S. Marine Corps Lieutenant Colonel. His first hand knowledge of both finance and crime present a unique perspective on the topic of financial crimes. Although he may not be the "most interesting man alive," his friends assure him he's in the top 10. He delivers provocative written insights on controversial topics, sips single malt scotch with a smile, and fancies a good cigar.