Cambridge Investment Research

Former Cambridge Investment Broker Steven Walstad Suspended Over Unsuitable Investment Sales

January 9, 2015 | by Staff Attorney

The Financial Industry Regulatory Authority (FINRA) recently suspended former Cambridge Investment Research, Inc. (Cambridge) broker Steven Walstad (Walstad) alleging that Walstad recommended and effected numerous unsuitable Class A share mutual fund purchases and sales involving six customer accounts. In addition, FINRA alleged that Walstad exercised discretion in one customer’s account without the customer’s prior written authorization.

Walstad first became registered with a FINRA firm in 1996 and was associated with Cambridge from April 18, 2008, through November 30, 2012. FINRA alleged that Walstad recommended and executed 78 purchases of Class A share mutual funds in six customer accounts without a reasonable basis to believe were suitable for the customers. All financial advisors, as part of their suitability obligations, must have a reasonable basis for the investments that they recommend to customers. The reason that FINRA found that Walstad’s trades were without a reasonable basis is that the customers were charged front-end sales loads in connection with the Class A share purchases but Walstad mistakenly believed that these front-end sales loads had been waived.

Purchase of Class A shares, as opposed to purchasing Class B or C shares, is advantageous to the customers only if they held the mutual funds on a long-term basis. However, FINRA found that these customers held the Class A shares for less than thirteen months and therefore Walstad lacked a reasonable basis to believe that his recommendations to purchase Class A shares were suitable for these six customers.

Atlas Energy Oil and Gas Investments: Risks Investors Should Know Part II

December 17, 2014 | by Staff Attorney

This article follows up on a recent article reported in Reuters concerning Atlas Energy LP’s private placement partnerships in oil and gas. Atlas Resources LLC, a subsidiary the energy group, has filed documents with the SEC for Atlas Resources Series 34-2014 LP stating that it seeks to raise as much as $300 million by Dec. 31 of 2014. The deal allows investors to participate in investments where advances in drilling technology have turned previously inaccessible reservoirs of oil into viable prospects. In addition, Atlas promises to invest up to $145 million of its own capital alongside investors.

In the last article we explored how the house seems more likely to win on these deals over investors. But beyond the inherent risks with speculating on oil and gas and unknown oil deposits most investors don’t realize the deals are often unfair to investors. In a normal speculative investment as the investment risk goes up the investor demands greater rewards to compensate for the additional risk. However, with oil and gas private placements the risks are sky high and the rewards simply don’t match up.

In order to counter this criticism, issuers say that the tax benefits of their deals where the investor can write off more than 90 percent of their initial outlay the year they make it helps defray the risk and increase the value proposition. First, the same tax advantage claims are often nominal compared to the principal risk of loss of the investment as seen by Puerto Rican investors in the UBS Bond Funds who have now seen their investments decline by 50% or more in some cases. Second, often times brokers sell oil and gas investments indiscriminately to the young and old who have lower incomes and cannot take advantage of the tax benefits.

Atlas Energy Oil and Gas Investments: A Risky Proposition Part I

December 16, 2014 | by Staff Attorney

As recently reported in Reuters, Atlas Energy LP has marketed itself to investors as a way to get into the U.S. energy boom. By contributing at least $25,000 in a private placement partnership that will drill for oil and gas in states such as Texas, Ohio, Oklahoma and Pennsylvania and share in revenues generated from the wells. Atlas Resources LLC, a subsidiary the energy group, has filed documents with the SEC for Atlas Resources Series 34-2014 LP stating that it seeks to raise as much as $300 million by Dec. 31 of 2014. The deal sounds good when pitched: participate in investments where advances in drilling technology have turned previously inaccessible reservoirs of fossil fuels into potentially viable prospects and to boot Atlas will invest up to $145 million of its own capital alongside investors. Through this method and similar deals, oil and gas projects have issued nearly 4,000 private placements since 2008 seeking to raise as much as $122 billion.

But before you take the plunge a review of the Atlas’s offering memorandum reveals some red flags and given Atlas’ past failure rate investors should think twice. First, up to $45 million of the money raised will be paid to Atlas affiliate Anthem Securities that will then be turned over to as commissions to broker-dealers who pitch the deal to investors. Up to $39 million more will be used to buy drilling leases from another affiliate. Think investors will get a fair price on the leases when Atlas controls both sides of the deal? More conflicts ahead as Atlas affiliated suppliers may also get up to $53 million for buying drilling and transport equipment. Next, an additional $8 million of Atlas’s investment is a 15 percent markup on estimated equipment costs. Finally, Atlas will pay itself nearly $52 million in various other fees and markups.

In sum, at least 40% of Atlas’s $145 million investment alongside mom and pop goes right back to the company. In addition, Atlas’ profits don’t stop there, when the venture starts generating revenue Atlas is entitled to 33% before accounting for those payments and markups. In the end, not much of a risk at all for Atlas.

FSC Securities Broker Timothy Moran Barred From Industry Over Involvement in Hampton Capital Management

May 23, 2014 | by Staff Attorney

The Financial Industry Regulatory Authority (FINRA) recently barred FSC Securities Corporation (FSC Securities) broker Timothy Moran (Moran) concerning allegations that the broker: (1) engaged in private securities transactions without providing his employer with prior written notice; (2) failed to respond to FINRA requests for information; (3) provided false information to FINRA; and (4) failed to disclose a tax lien on a Form U4. Moran was ordered to disgorge $200,000, in ill-gotten gains in addition to the bar.

Moran was first became employed in the securities industry in February 1993. From June 2008, through April 2010, Moran was associated with Cambridge Investment Research, Inc. Thereafter, from May 2010, until December 2011, Moran was registered through his association with FSC Securities. On December 9, 2011, FSC Securities filed a Uniform Termination Notice (Form U5) terminating Moran’s registration. FSC filed an amended Form U5 filing in which the firm disclosed that it had terminated Moran’s employment while he was under internal review for fraud or wrongful taking of property, or violating investment-related statutes, regulations, rules or industry standards of conduct. FSC Securities also reported that Moran had referred clients to an unapproved investment fund.

FINRA alleged that Moran engaged in private securities transactions without providing FSC Securities with written notice in violation of NASD Conduct Rule 3040 and FINRA Conduct Rule 2010. During 2010, FINRA found that Moran subleased office space to Thomas Hampton. Hampton allegedly used the space to operate a private hedge fund, Hampton Capital Management (HCM). Moran was also found to have loaned Hampton money to help start HCM. HCM purportedly bought and sold exchange traded funds based on a proprietary trading strategy implemented by a computer program.

Sales of Non-Traded REITs Contributes to Increased Broker Dealer Revenues

May 21, 2014 | by Staff Attorney

Despite the broad market’s recent volatility, 2013 brought the twenty-five largest independent broker dealers double-digit revenue growth on average, according to an Investment News report. After a weak 2012, these independent broker dealers roared to a 13.2% year over year increase in revenue, recording $18.46 billion in 2013 according to this year’s Investment News survey.

The overall strength of the S&P 500, gaining 29.6% in 2013 was one contributing factor to the 2013 success of independent broker dealers. The other factor however, was a flood of commissions generated from record sales of alternative investment products, namely non-traded real estate investment trusts (REITs). As Eric Schwartz, chief executive of Cambridge Investment Research explained, “There were two reasons for last year’s results. The stock market was up 30%, and there was an unusually high percentage of dollars in alternatives and REITs being sold. Remember, a number of REITs had public listings, and clients reinvested back into other REITs.”

According to the Investment News survey, the top ten independent broker-dealers with the most growth from alternative investments include: (1) Independent Financial Group; (2) Triad Advisors; (3) Royal Alliance Associates; (4) National Planning Corp.; (5) First Allied Securities; (6) Lincoln Financial Network; (7) Cambridge Investment Research; (8) Commonwealth Financial Network; (9) Ameriprise Financial Services; 10) LPL Financial.

FINRA Alleges that Cambridge Investment Research Failed to Supervise Broker Emails

February 20, 2014 | by Staff Attorney

The Financial Industry Regulatory Authority (FINRA) sanctioned brokerage firm Cambridge Investment Research, Inc. concerning allegations that from January 2009, to July 2010, Cambridge failed to ensure that the firm preserved, maintained, and reviewed the business emails of two of its registered representatives. FINRA found that during this time Cambridge was relying upon its representatives to forward copies of their emails but did not have effective procedures reasonably designed to ensure that the representatives actually forwarded emails in violation of FINRA supervision rules.

Cambridge has been a FINRA member since December 1995 and has 3,044 registered individuals in 1,530 branch offices.

The duty to supervise has been held to be a critical component of the securities regulatory scheme. Supervisors have an obligation to employ systems and processes designed to ferret out wrongful behavior. In addition, firms must respond vigorously to indications of irregularity, commonly referred to as “red flags” of misconduct.

Broker William Hogue Suspended Over Science Fitness Promissory Note Sales

January 31, 2014 | by Staff Attorney

Broker William Larry Hogue, Jr. (Hogue) has been suspended and fined by the Financial Industry Regulatory Authority (FINRA) concerning allegations that Hogue participated in an outside business activity without providing written notice to Cambridge Investment Research (Cambridge) his employing brokerage firm in violation of FINRA rules. Additionally, FINRA alleged that Hogue participated in private securities transactions by selling promissory notes totaling over $1 million to at least nine investors.

Hogue entered the securities industry in March 2001. In March 2005, Hogue became associated with Cambridge and with Investors Asset Management of Georgia, Inc. (Investors) as a registered investment advisor. In February 2012, Hogue was permitted to resign from Cambridge for receiving debt financing for outside business activities through the sale of promissory notes without firm approval.

FINRA alleged that Hogue and two other partners formed SFL, presumably SFL stands for Science Fitness LLC, on August 20, 2010, for the purpose of operating a health club. FINRA found that Hogue served as co-chief executive manager of SFL and was directly involved in the management of the health club. FINRA alleged that Hogue did not initially disclose this outside business activity to Cambridge but that Cambridge discovered Hogue’s involvement with SFL through a routine review of Hogue’s emails. Subsequently, Hogue disclosed the SFL to Cambridge on August 10, 2011. As a result of Houge’s failure to timely disclose his involvement in SFL FINRA found that Hogue violated FINRA Rules 3270 and 2010.