Welcome back to the Compliance In Context podcast! On today’s show, we will be diving into the SEC Enforcement Manual, and more specifically, to some of the recent amendments that were made and what it tells us about the state of SEC Enforcement right now. To help guide us through the conversation, we are very pleased to welcome in Brian Rubin and Ellen Connell. In our Headlines section, SEC and CFTC begin to clarify application of federal securities laws to cryptocurrency, and finally, we close up today with another installment of Outtakes, where we try to help spread the word about an active phishing campaign targeting FINRA and SEC-registered financial services firms and advisers and how to make sure to avoid getting caught flat-footed.

Show

Headlines

• SEC and CFTC jointly issued an interpretive release regarding the application of federal securities laws and federal commodities laws to certain crypto assets and transactions

Interview with Brian Rubin and Ellen Connell

• What is the SEC Enforcement Manual and what is its purpose?
• The SEC recently announced a broad set of revisions to its Enforcement Manual. At a high level, what was the rationale for the update and what does it tell us about the current state of the Division of Enforcement?
• What is the new process for obtaining cooperation credit?
• What are some of other factors the SEC weighs when determining whether to apply cooperation credit?
• Were there any other noteworthy changes to the manual that firms and individuals should be aware of as they are going through an investigation?
• The staff indicated greater access to the investigative file, evaluating whether providing access would help the recipient respond meaningfully and help both sides assess the strength of the evidence. Does this really mean greater access to the file? Are we talking full open jacket?
• Overall, what is your reaction to the SEC Enforcement Manual updates?
• What is the longest lasting impact?
• Regardless of the increase or decrease in numbers, where do you expect most of the enforcement cases to come from—exams or elsewhere?
• Keeping in mind the new changes to the SEC Enforcement Manual, do you think firms should take a harder look at self-reporting?

Outtakes

• Active phishing campaign targeting FINRA and SEC-registered financial services firms and advisers

Quotes

11:20 – “So the enforcement manual is basically an internal playbook guiding the staff on how to conduct investigations and recommend enforcement actions. When I was there, and I don’t know if this is still the case, it was in a red plastic binder, and we referred to it as the Red Book. It’s to help ensure fairness and consistency, and transparency for the process. And it covers everything from opening investigation to collecting evidence, engaging with companies and individuals, the Wells process, negotiations, cooperation, as we’ll talk about.” – Brian Rubin

13:11 – “This is the first set of updates since 2017, so it’s been quite a while. And the then SEC enforcement director (who just as we’re recording, announced her resignation just yesterday)she was quoted, Judge Margaret Ryan, in the press release explaining the relevance, saying that these updates to the enforcement manual are intended to ensure greater uniformity, to reflect the division’s best practices, to improve the staff’s ability to carry out the SEC’s mission of work on behalf of investors.” – E...

Welcome back to the Compliance In Context podcast! On today’s show, we will be taking an in-depth look at two of the hottest areas in the investment management space, namely—tokenization and crypto. To help guide us through the conversation, we are very pleased to welcome in two fantastic experts in the space, Louis Froelich and Fizza Khan. In our Headlines section, the SEC is taking a hard look at an electronic delivery rule and the SEC Enforcement Director share details on the Divisions current enforcement approach, and finally, we close up today with another installment of History Has Your Back, where some old quotes from a Stoic philosopher might just give us the push we need to navigate the regulatory filing season.

Show

Headlines

• SEC Working on Off-Channel Communications, E-Delivery Rules
• SEC Enforcement Director Ryan Details Back-to-Basics Approach

Interview with Fizza Khan and Louis Froelich

• What is tokenization?
• How is it different from crypto?
• What are some examples of things people are tokenizing?
• What is the hope with tokenization and also importantly what does tokenization not do?
• Who can actually invest in tokens?
• How does tokenization impact compliance?
• Is this a threat to compliance?
• How does AI impact tokenization?
• How does the SEC view this type of innovation?
• What is one of the biggest things that folks listening to this podcast should keep in mind regarding tokenization?

History Has Your Back

• Using the wisdom of Stoic philosopher Seneca to help compliance officers survive the regulatory filing season

Quotes

09:26 – “I think a good way to start to think about tokenization is to focus on what it does, not what it is, right? Tokenization is itself a very technical process. Just like sending an email to someone else is actually very technical, how that all works, right? But everyone knows what it’s like to send and receive an email. Tokenization is not unlike sending and receiving email for digital assets, and digital assets here are legally, and that’s the goal tied to something in the real world. So you can create a tokenized version of something, which is really a digital version of something. It could be a cup, it could be a tape roller…And it could be, or it could be something like a stock, right? You create something that could be transacted digitally. And, as long as we’re going to talk about this today, as long as you take the proper steps, when you create the digital version of it, then what you get is a legally enforceable, standardized version of the thing that can be more easily transferred.” – Louis Froelich

11:55 – “I think the biggest differentiator between crypto and tokenization is crypto is this catch-all term. It’s a catch-all term to define digitalized or digitized assets. And it’s also a catch-all term that these assets, these digital assets, are then transacted on a blockchain. So that in and of itself is something that we can use kind of synonymously when referring to digital assets. I think that’s kind of like the nomenclature people are just reverting back to is saying crypto. And more importantly, I think crypto is, interestingly, the systems on which you transact. So I mentioned the blockchain, but they, you know, everything’s governed by a code as, as what Louis had alluded to with the tokenization process, and it’s all on this blockchain network. Tokenization is...

Welcome back to the Compliance In Context podcast! On today’s show, we get to dive deep into one of our favorite topics on this fine show, namely what’s happening with the SEC Marketing Rule and some recent guidance that’s come out from the Division of Examinations and the Division of Investment Management. To help guide us through the conversation, we are very pleased to welcome back to the show, Chris Mulligan and Jeff Blumberg. In our Headlines section, we pay tribute to the service of former Commissioner Caroline Crenshaw, and we will also review a recent FINRA proposal covering the financial exploitation of senior investors and a new rule addressing suspected fraud for all customers, and finally, we close up today with another installment of Outtakes, where we continue to see an increased focus from the SEC Division of Enforcement on insider trading and related fraud schemes.

Show

Headlines

• SEC Statement on Departure of Commissioner Caroline Crenshaw
• FINRA Proposes Increased Protections for Senior Investors and Other Vulnerable Customers

Interview with Chris Mulligan and Jeff Blumberg

• Overview of the new Marketing Rule FAQs
• What is the impact on Footnote 590?
• Discussion of the purpose and process behind SEC Risk Alerts
• What does the new Risk Alert tell us about the Marketing Rule?
• What is the impact on testimonials and endorsements?
• Reviewing the sufficiency of disclosure requirements, including links to websites and the “clear and prominent” standard
• What does the Risk Alert say about third-party ratings? What satisfies the “reasonable belief” standard regarding preparation of third-party ratings?
• What does the Risk Alert disclose regarding the SEC’s stance regarding compensation structures?
• When does a statement from a third-party trigger the Marketing Rule?
• Reviewing the “adoption and entanglement” doctrine and related issues

Outtakes

• SEC Charges Six in $41M Insider Trading Scheme

Quotes

08:03 – “I think this FAQ is going to be very welcome by the industry. And it really stems from the fact that the rule itself does not seem to require a model fee. Net returns are defined as gross returns minus the fees and expenses you pay the advisor. There’s a pretty clear definition. And it provides guidance around how you can use a model fee. But it doesn’t really require it in the rule itself. However, Footnote 590–and this is why it was so controversial—said that if the fee to be charged to the intended audience is anticipated to be higher than the actual fees charged, the advisor must use the model fee that reflects the anticipated fee to be charged in order not to violate the rule’s general prohibitions.” – Chris Mulligan

15:24 – “So risk alerts are a really important part of the Division of Examinations. And, you know, they really express what the Staff is seeing on examinations, right? So the priorities come out every year and receive a lot of attention. You know, the reality is the priorities are often very similar year to year. They sort of focused on the issues that, you know, everyone generally knows they’re going to focus on. And it doesn’t talk about the results. Like, what did you actually find on these exams. And that’s where the risk alerts really come in and I think are really terrific docume...

Welcome back to the Compliance In Context podcast! On today’s show, we will be serving up everything you need to know about Regulation S-P and the upcoming compliance date for many firms—what are the new requirements, what are firms doing to prepare, and best practices on implementation. To help guide us through the conversation, we are very pleased to welcome in Kristin Snyder and Charu Chandrasekhar from Debevoise Plimpton. In our Headlines section, we review the 2026 Examination Priorities from the SEC Division of Exams, and finally, we close up today with another installment of History Has Your Back, where we examine what an old quote from an NBA superstar can teach us about conducting annual compliance reviews and the compliance profession.

Show

Headlines

• Reviewing the 2026 SEC Examination Priorities

Interview with Kristin Snyder and Charu Chandrasekhar

• Overview of the Reg S-P Amendments
• What are some of the key considerations firm should consider when implementing the new requirements of Reg S-P into their policies and procedures?
• What are some best practices if firms decide to build in the relevant provisions of Reg S-P into other sections of the firm’s compliance manual?
• What about recordkeeping provisions? How does disposal impact other policies and procedures?
• How can firms properly establish vendor risk management in the wake of the new Reg S-P requirements?
• How are firms successfully navigating the 72-hour notification requirements?
• If you were starting a firm from scratch, what are some additional best practices firms should consider when developing their broader information security and cybersecurity framework?
• What can we expect from the exam staff coming out of the shutdown?
• What would we expect the SEC to do now that the rule is live?

History Has Your Back

• Quote from Giannis Antetokounmpo regarding success versus failure at work.

Quotes

09:00 – “So the amendments, which went into effect in May of 2024. And then as we've all noted, the compliance dates are coming up for large institutions on December 3rd and then for smaller institutions later in the year into 2026 in June. The amendment is actually required, and have brought to bear, a number of significant changes. At a very high level, they now require under the amended reg SP covered institutions and the covered institutions are defined to include broker-dealers, registered investment companies, registered investment advisors, funding portals, and transfer agents must now adopt a formal incident response program and have written policies and procedures that are reasonably designed to detect and respond to and recover from any unauthorized access to or use of customer information. There's a notification requirement that now exists if sensitive customer information was or was reasonably likely to have been accessed or used with that authorization. And I think that the notification provisions are really what's significant for firms, because that notification has to be made as soon as practicable, but no later than 30 days after the advisor becomes aware of a breach.” – Kristen

15:00 – “We've seen it actually done in a combination in which you see a lot of compliance manuals have a section on privacy, on cybersecurity. There's usually a reference to Reg S-P and its obligations. But then actually to implement the reg, the policies and procedures need to live in several different areas, like incident response. That's pure cybersecurity. And so you're likely going to have cybersecurity specific procedures in terms of just drafting the notice, getting it out t...

Welcome back to the Compliance In Context podcast! On today’s show, we will be providing a comprehensive, deep-dive look at SEC Enforcement over the last twelve months—including the real story behind some of the recent numbers, distinct areas of focus, and what we’re hearing from the Paul Atkins-led SEC. To help guide us through this important topic and share some fantastic insights for our listeners, we welcome in two expert panelists (and accomplished podcasters), Andrew Dean from Weil Gotshal and Kurt Wolfe from Quinn Emmanuel.

Show

Interview with Andrew Dean and Kurt Wolfe

• Review of SEC Enforcement metrics over the last twelve months
• What are we hearing from the SEC and Chair Atkins?
• Reviewing the takeaways from Atkins’ recent statements on the Wells process
• What are we hearing from the other Commissioners?
• How have the cuts and departures impacted SEC Enforcement? What typically happens during a transition? Are their programmatic impacts?
• Understanding key differences between the Division of Exams and the Division of Enforcement
• How are SEC exams being resolved in the current environment?
• How are firms interacting with the Staff right now?
• What can we expect next in the area of SEC Enforcement?

Quotes

05:11 – “So, you know, the SEC's fiscal year runs October 1 through September 30, and we don't have the final numbers yet from that period. Our friends at Cornerstone always put out a nice report at the end of the year that kind of, you know, tell the story. It will be a little complicated by the fact that this fiscal year was over the course of two commissions that have relatively different approaches to enforcement. And so the first three and a half months of the fiscal year were under Chair Gensler, and the remaining were under interim chair Uyeda, and then Chair Atkins. You know, it’s clear that the enforcement actions are dramatically lower under the Atkins Commission. If we just look at the period, this is our friends at King and Spaulding putout this, and we’re giving a lot of credit to others who have, kind of, done the math for us. Between February and July of 2025 there were 67 enforcement actions. Compare that to 198enforcement actions during the same time period in 2021 when there was another Commission transition.” – Andrew Dean

20:25 – “They should focus on cases where there's a lot of harm to investors or potential harm to investors and not just technical violations, not foot faults. I think many would say that's a different tone or strategy than what we saw in the last administration. He even went out of his out of his way to say, SEC enforcement should never feel like a gotcha game. My third point would be transparency and predictability. I think, again, this is sort of consistent with what we've heard from Chairman Atkins, you know, back when he was a commissioner even, he thinks enforcement action should be consistent. The results should be fairly predictable and tied to SEC policies and coordinated across the divisions.” – Kurt Wolfe

Welcome back to the Compliance In Context podcast! On today’s show, we will be focusing on the impact of mentorship on compliance, and how as mentors and mentees, we can become the best version of our compliance-selves. To help guide us through the conversation, we are very pleased to welcome back to the show, attorney and former regulator (and insightful mentor), Richard Szuch. In our Headlines section, we look a notable decline in SEC enforcement actions in 2025 and review the recently announced rulemaking agenda for the SEC in upcoming months,, and finally, we close up today with another installment of Outtakes, where we see continued focus from SEC Enforcement on the Marketing Rule and accurate disclosure of conflicts of interest.

Show

Headlines

• SEC enforcement actions drop sharply, with focus shifting to investor fraud.
• US SEC unveils agenda to revamp crypto policies, ease Wall Street rules

Interview with Richard Szuch

• How has mentorship shaped your career as a legal and securities compliance professional?
• Reviewing the importance of mentoring and mentorship in compliance
• Understanding the benefits received from mentorship for both the mentee and the mentor
• What were some of the lessons that you received early on as either a mentee or mentor that inspired you in this area?
• What are three questions every compliance professional should ask themselves?
• How does mentorship impact the overall productivity of a compliance team?
• How to find professional fulfillment in your legal/compliance role
• For those that are considering taking on a role as mentor or mentee, what additional advice or words of encouragement would you give them?

Outtakes

• SEC Charges RIA with Marketing, Books and Records, and Compliance Rule Violations

Quotes

16:00 – “Like at the prosecutor’s office. I remember John O’ Reilly saying to me once, ‘Richard, you do not need to be smart enough to know the answer to every question, but you do need tobe smart enough to know when to ask a question.’ And I think the same goes true with navigating with the people you work with.” - Richard Szuch

28:06 – “There is the law, there are the facts, and then there’s the application of judgement to what those facts mean in the legal construct. Same exact thing in compliance. There are the regs. There is the activity, you know, going on, there’s maybe not a bright line answer, and that’s when, you know, having help from older folks or people more experienced than you is really what you’re looking for, or at least as experienced as you.” - Richard Szuch

Welcome back to the Compliance In Context podcast! on today’s show, we will be tackling one of the most significant topics being discussed so far in all of 2025, namely cryptoassets and the SEC’s Crypto Task Force. To help guide us through the conversation, we are very pleased to welcome back to the show, SEC Commissioner Hester Peirce. As the head of the task force, Commissioner Peirce shares her unique perspective regarding specific focus areas, collaboration with the industry, and other notable items from the first of 2025. In our Headlines section, FinCEN recently announced that the compliance date for the AML Rule for investment advisers is being delayed by two years, and finally, we close up today with another installment of History Has Your Back, where the story of a famous stockbroker and humanitarian demonstrates the importance of unsung heroes.

Show

Headlines

• Treasury Department’s Financial Crimes Enforcement Network (FinCEN) announced that the compliance date for the anti-money-laundering rule for investment advisers is being delayed by two years.

Interview with SEC Commissioner Hester Peirce

• Background on the SEC’s Crypto Task Force
• What areas has the Task Force been focused on of late?
• Has there been additional collaboration with the industry?
• How will the area of issuance evolving over the next few years and how can the SEC establish itself as a leader in this space both domestically and internationally?
• Why is the issue of custody so challenging in the crypto space?
• How might self-custody be a safer option for some crypto assets?
• How will the issue of taking self-custody of crypto assets evolve over the next several years?
• Is there an expectation that broker-dealers will go to market with a “super app” that offers trading in securities and non-securities and other financial services all under a single roof?
• Do you think further guidance or rulemaking may be helpful for enabling the listing and trading of crypto assets on national securities exchanges?

History Has Your Back

• Famous stockbroker Nicholas Winton demonstrates the significance and impact of unsung heroes

Quotes

11:35 - “Well, I’m glad that you highlighted Chairman Atkins’ speech because he has taken a position which has just been really refreshing for me to see, which is that this is work that we can do. It’s work that we should be doing and we’re going to do this work. And really setting the tone for wanting to create a welcoming atmosphere for innovation, but also recognizing that there are areas where our existing regulatory framework touches upon crypto and we have to apply it. Now, we do also have a lot of authority from Congress already to use exemptions as necessary to provide relief from regulatory obligations when that makes sense to do that. And so I think with respect to issuance specifically, we do think that a rulemaking would be helpful.” – Hester Peirce

19:13 - “I should say that self-custody, that term can mean different things, right? I think someone with crypto assets—does that advisor need to go to a third party custodian or can that advisor hold those crypto assets itself? One reason may be that there isn’t a third party that’s out there that’...

Welcome back to the Compliance In Context podcast! On today’s show, on today’s show, we will be taking a topic known all too well by those in the compliance space, namely maximizing your compliance resources, doing less with more, and getting the most out of what’s available to effectively run your firm’s compliance program to the best of your ability. To help guide us through the conversation, we welcome Louis Dempsey and Bart McDonald from Renaissance Regulatory Services. In our Headlines section, we review a some recent rule withdrawals and some leadership changes at the SEC , and finally, we close up today with another installment of Outtakes, where a recent enforcement action reminds us of the importance of having proper disclosures for fees and conflicts of interest.

Headlines

• SEC Withdraws 14 Rulemaking Proposals
• SEC Chair Atkins Fills Key Leadership Roles

Interview with Louis Dempsey and Bart McDonald

• Background on maximizing your compliance resources
• Discussing best practices to operate on a limited budget
• Evaluating the impact of new regulations, including the FinCEN AML Rule and Regulation S-P
• Analyzing compliance efficiencies in Code of Ethics, electronic communications, conflicts of interest, registration and licensing, compliance testing, and documentation of completed tasks
• Reviewing the significance of a strong training program.
• How does your firm’s registration type impact how you can best maximize compliance resources?

Outtakes

• Recent enforcement action reminds us of the importance of having proper disclosures for fees and conflicts of interest.

Quotes

08:48 – “Really, the risk assessments are incredibly important to help you focus where you want to put your energy and put your time and we'll get into some of that later. From a bigger picture standpoint, you want to leverage your custodians, your custodial relationship. They all have tools that they provide and can help from a compliance perspective, whether those are exception reports, trade reports—and don't forget you also most of them have discounts for other vendors—so whether it's proxy services or really a whole host of items, you want to become familiar with that, you want to stay on top of the reporting capabilities, and...you also have the NSCP. So you really want to look at joining compliance roundtables or other peer networks—that really helps from a practical standpoint.” – Bart McDonald

13:06 – “Think of compliance as a journey, as a road trip. You've got a certain amount of things that you need to get done and you've got 365 days to get them done in. Create a map, create a checklist, create a calendar on what you're going to do and when you're going to do it. Don't wait till the end of the year to do all your testing. Do things throughout the course of the year. If you're a big picture person, no matter how much you know the rules, no matter how much you know the laws, no matter how long you've been in the industry, you still have to have that. And if you're not a detailed organized person and you have the resources, hire somebody t...