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Emily P. Gordy

Photo of Emily P. Gordy Emily advises her clients as they navigate the complexities inherent in the securities regulatory environment. Drawing on her wealth of experience as a regulator, she handles a wide range of compliance and enforcement issues affecting broker-dealers, investment advisers, investment companies, and municipal securities dealers.

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FinCEN Extends Time to File Beneficial Ownership Information for Entities Created After January 1, 2024

By Jeffrey M. Hanna, Emily P. Gordy, Lauren Mann and Pooja Ravisankar on Anti-Money Laundering, Compliance, Miscellaneous
The Corporate Transparency Act (“CTA”) was enacted in 2021 as part of the Anti-Money Laundering Act of 2020. The CTA requires certain business entities (“Reporting Companies”) to report beneficial ownership information (“BOI”), and, for entities created or registered on or after January 1, 2024, information with respect to any individual who directly files the document… Continue Reading

FinCEN Specifies When and How Reporting Companies May Use FinCEN Identifiers

By Jeffrey M. Hanna, Emily P. Gordy, Lauren Mann and Pooja Ravisankar on Anti-Money Laundering, Compliance
The Corporate Transparency Act (“CTA”) was enacted in 2021 as part of the Anti-Money Laundering Act of 2020, requiring certain business entities (“Reporting Companies”) to report beneficial ownership information (“BOI”), and, for entities created or registered on or after January 1, 2024, information with respect to any individual who directly files the document creating the… Continue Reading

Beneficial Ownership Reporting Requirements under the Corporate Transparency Act

By Jeffrey M. Hanna, Emily P. Gordy, Lauren Mann and Pooja Ravisankar on Anti-Money Laundering, Compliance
Corporate Transparency Act Beneficial Ownership Reporting Requirements to Take Effect In 2021, the Corporate Transparency Act (“CTA”) was enacted as part of the Anti-Money Laundering Act of 2020, requiring certain business entities (“Reporting Companies”) to report beneficial ownership information (“BOI”) to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”).  FinCEN issued the final… Continue Reading

SEC Issues Risk Alert on Reg BI Deficiencies Identified During Exams

By John Ayanian, Cheryl Haas, Emily P. Gordy and McGuireWoods LLP on Compliance, Securities and Commodities
On Jan. 30, the U.S. Securities and Exchange Commission’s Division of Examinations released a Risk Alert identifying perceived weaknesses in broker-dealers’ compliance with the disclosure, care, conflicts of interest and compliance obligations of Regulation Best Interest. Read on for highlights from the alert and how they reflect the SEC’s evolving expectations during examinations… Continue Reading

SEC Focus on Private Fund Advisers Continues With the Publication of EXAMS Risk Alert

By Cheryl Haas, Emily P. Gordy, Aline McCullough, Chelsey Dawson Klein and McGuireWoods LLP on Enforcement and Prosecution Policy and Trends, Securities and Commodities
On January 27, 2022, the Division of Examinations (“EXAMS”) of the U.S. Securities and Exchange Commission (“SEC”) published a Risk Alert with its Observations from Examinations of Private Fund Advisers. This Risk Alert is one of a series of signals of the SEC’s focus on private fund advisers under Chairman Gensler, including Form PF amendments… Continue Reading

SEC Advisory Fees Focus Continues as Reflected in Division of Examinations Risk Alert and Chair Gensler Comments

By Cheryl Haas, Emily P. Gordy, Aline McCullough and McGuireWoods LLP on Securities and Commodities
Recent comments from U.S. Securities and Exchange Commission (SEC) Chair Gensler at the Institutional Limited Partners Association Summit and an SEC Division of Examinations (EXAMS) Risk Alert published on the same day highlight the ongoing focus of the SEC on advisory fees, both in the institutional and retail spaces. In Chair Gensler’s remarks, he expressed… Continue Reading

FINRA’s Important Reminder to Firms—Don’t Forget to Supervise Third-Party Vendors

By Emily P. Gordy, Cheryl Haas, Alexander Madrid, Aline McCullough and McGuireWoods LLP on Compliance, Enforcement and Prosecution Policy and Trends, Financial Institution Regulation, Securities and Commodities
Overview Broker-dealers, like most companies, rely on third-party vendors for a wide variety of functions.  This common practice of outsourcing does not relieve a broker-dealer of its regulatory compliance and supervision obligations over the outsourced functions.  Accordingly, management and supervision of third-party vendors present important issues that merit careful attention from regulatory, compliance, and legal… Continue Reading

SEC 2021 National Exam Program Examination Priorities

By Aline McCullough, Cheryl Haas, Emily P. Gordy and Molly White on Compliance, Securities and Commodities
On March 3, 2021, the Securities and Exchange Commission’s Division of Examinations (EXAMS) (formerly the Office of Compliance Inspections and Examinations (OCIE) released its 2021 examination priorities. Notably, while the majority of the examination priorities echo OCIE priorities from prior years, this year’s EXAMS priorities include a greater focus on climate-related risk and environmental, social,… Continue Reading

Consolidated Financial Account Reports and Use of Vendors: FINRA Continues Regulatory Scrutiny – What’s Old is New

By Emily P. Gordy, Cheryl Haas and Piper Waldron on Compliance, Enforcement and Prosecution Policy and Trends, Securities and Commodities
Overview Consolidated financial account reports can offer a broad – all-encompassing — view of customers’ investments regardless of where the assets are held and may even include non-securities assets. Customers often demand them and firms and financial advisers provide them. FINRA has had these types of communications to customers on its radar screen for years.… Continue Reading

Pitfalls to Avoid in Investment Adviser Compliance Programs: SEC OCIE Risk Alert

By Emily P. Gordy, Cheryl Haas and McGuireWoods LLP on Compliance, Securities and Commodities
On November 19, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a risk alert, OCIE Observations: Investment Adviser Compliance Programs, to provide the industry with insights regarding their findings in their examinations relating to Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) or the Compliance Rule.… Continue Reading

OCIE Finds Supervision Failures at Multiple-Branch Office Investment Advisers

By Elizabeth J. Hogan, Alexander Madrid, Emily P. Gordy and McGuireWoods LLP on Compliance, Financial Institution Regulation, Securities and Commodities
On November 9, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the results of its examination of nearly 40 SEC-registered investment advisers that operate multiple branch offices (the “Risk Alert”). Most of the firms examined conducted their advisory business out of at least 10 branch offices. OCIE observed a wide range of… Continue Reading

Yet Another Mutual Fund Fee Issue or “Death by a Thousand Cuts”: FINRA Sweep of Rights of Reinstatement Waivers

By Emily P. Gordy, Cheryl Haas, Molly White and Elizabeth J. Hogan on Financial Institution Regulation, Securities and Commodities
What is the Issue? It may not be “death by a thousand cuts” but it may feel like it, as yet another mutual fund fee issue is being raised by the regulators. FINRA issued a “targeted examination letter” focused on Rights of Reinstatement (“RoR”) due to customers in certain mutual fund sales and purchases. RoRs… Continue Reading

2020 NASAA Fintech and Cyber Security Symposium – A Download of Key Comments

By Molly White and Emily P. Gordy on Compliance, Securities and Commodities
On October 27, the North American Securities Administrators Association[1] held its 2020 symposium on Fintech and Cybersecurity. A key theme of the symposium was the impact that the pandemic has had on fintech, cybersecurity, and regulating the financial markets  –  given that regulators and securities industry professionals are largely working from home. The panelists also… Continue Reading

COVID-19: Securities Regulators and Industry Associations Issue Coronavirus Guidance and Relief

By Aline McCullough, Emily P. Gordy, E. Andrew Southerling and Cheryl Haas on Compliance, Securities and Commodities
Update: Our May 21, 2020, alert provides our most recent discussion of information and guidance issued by the SEC, FINRA, MSRB and SIFMA. As the Coronavirus, or COVID-19, continues to spread, the widespread impact on the markets, trading, firm operations, compliance obligations – every facet of the market, firms, and individuals working in the industry… Continue Reading

FINRA 2.0: FINRA Releases Its 2020 Risk Monitoring and Examination Priorities

By Cheryl Haas, Emily P. Gordy, Molly White, Piper Waldron and McGuireWoods LLP on Compliance, Securities and Commodities
FINRA’s examination program has undergone its most significant reorganization in decades. As stated in a press release, Oct. 1, 2018, FINRA’s goal for the reorganization was to “consolidate its Examination and Risk Monitoring Programs, integrating three separate programs into a single, unified program to drive more effective oversight and greater consistency, eliminate duplication and create… Continue Reading

SEC 2020 National Exam Program Examination Priorities

By Cheryl Haas, Emily P. Gordy, Molly White, Piper Waldron and McGuireWoods LLP on Compliance, Securities and Commodities
On January 7, 2020, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released its 2020 examination priorities.  OCIE is prioritizing practices, products, and services that it believes present heightened risks to investors or market integrity.  The examination priorities are organized around seven themes, many of which build on OCIE’s priorities from… Continue Reading

SEC Continues Compensation Disclosure Focus With FAQs and Enforcement

By Emily P. Gordy, Cheryl Haas, Aline McCullough and McGuireWoods LLP on Enforcement and Prosecution Policy and Trends, Financial Institution Regulation, Securities and Commodities
On Oct. 18, 2019, the Securities and Exchange Commission (SEC) Division of Investment Management staff published Frequently Asked Questions Regarding Disclosure of Certain Financial Conflicts Related to Investment Adviser Compensation (FAQs). Many in the industry view the FAQs as overdue SEC guidance in an area that has been a focus of the SEC Division of… Continue Reading

Ready or Not, Prepare to Start Answering Questions About Reg BI Compliance

By Emily P. Gordy, Cheryl Haas, Alexander Madrid and Aline McCullough on Financial Institution Regulation
On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg BI”), which requires broker-dealers and associated persons to make recommendations regarding securities transactions (or investments involving securities) that are in the “best interest” of their retail clients. The SEC also adopted Form CRS, requiring broker-dealers and investment advisers to provide a brief relationship summary… Continue Reading

The More Things Change, the More They Stay the Same –Joint Statement by FINRA and the SEC on the Customer Protection Rule and Digital Asset Securities

By Molly White, Emily P. Gordy and Louis D. Greenstein on Financial Institution Regulation, Securities and Commodities
On Monday, July 8th, FINRA and the SEC took the unusual step of issuing a joint statement on broker-dealer custody of digital asset securities. In doing so, the Staffs of the SEC’s Division of Trading and Markets and of FINRA’s Office of General Counsel made clear that the SEC and FINRA will continue to apply… Continue Reading

SEC Adopts Regulation Best Interest

By Emily P. Gordy and Government Investigations Group on Financial Institution Regulation
On June 5, 2019, the Securities and Exchange Commission adopted, by a 3-1 vote, Regulation Best Interest (“Reg BI”) which, in the words of Chairman Clayton, would “substantially enhance the broker-dealer standard of conduct beyond existing suitability obligations.” The Chairman also noted: “the standard of conduct draws from key fiduciary principles and cannot be satisfied… Continue Reading

North American Securities Administrators Association (NASAA) Releases Model Cybersecurity Rule

By Alexander Madrid, Emily P. Gordy and Cheryl Haas on Compliance
On May 21, the North American Securities Administrators Association (NASAA)—an organization comprised of 67 securities regulators within the United States (all fifty states as well as districts and territories), Canada, and Mexico—released a model cybersecurity rule package governing state-registered investment advisors’ cybersecurity and privacy practices.  The model rule package, which would need to be adopted… Continue Reading

D.C. Circuit Vacates SEC Sanctions, Says Negligent Omissions Are Not ‘Willful’ Under Advisers Act

By Emily P. Gordy, Cheryl Haas, Amanda J. Goldstein and McGuireWoods LLP on Securities and Commodities
On April 30, the U.S. Circuit Court of Appeals for the District of Columbia Circuit vacated a Securities and Exchange Commission order imposing sanctions. The court held that an investment advisory firm and its owners did not violate Section 207 of the Investment Advisers Act of 1930, 15 U.S.C. § 80b-7, by negligently omitting material facts from the… Continue Reading

Suspicious Activity Monitoring and Reporting – FINRA Issues Notice Consolidating Governmental and Regulatory “Red Flag” Guidance

By Emily P. Gordy and Cheryl Haas on Anti-Money Laundering, Enforcement and Prosecution Policy and Trends, Financial Institution Regulation
Enforcement actions sanctioning firms and, in a few cases, individuals for failing to investigate and report suspicious activity have been significantly on the rise. SEC, FinCEN, FINRA, and others have been active in this area, particularly with regard to trading at, by, or through the financial institution.  One critical component of a financial institution’s ability… Continue Reading

SEC OCIE Highlights Potential Deficiencies in Firm Privacy Policies

By Emily P. Gordy, Alexander Madrid and Cheryl Haas on Securities and Commodities
On April 16, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert highlighting Regulation S-P compliance deficiencies and issues it found in recent examinations of broker-dealers and investment advisers. Regulation S-P is the primary SEC rule detailing the safeguards these firms must take to protect customer privacy. The Risk Alert provides… Continue Reading

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