SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934

Release No. 104273 / November 28, 2025

Admin. Proc. File No. 3-20209

In the Matter of the Application of

ROBBI J. JONES and KIPLING JONES & CO., LTD.,

For Review of Disciplinary Action Taken by

FINRA

OPINION OF THE COMMISSION

REGISTERED SECURITIES ASSOCIATION—REVIEW OF DISCIPLINARY

PROCEEDING

FINRA found that a former member firm and its owner were liable for maintaining

inaccurate books and records and for filing materially inaccurate FOCUS reports.

FINRA also found that the firm’s owner provided inaccurate and misleading information,

documents, and testimony to FINRA staff, and refused to respond to questions asked

during on-the-record testimony. Held, FINRA’s findings of violations and sanctions are

sustained.

APPEARANCES:

William B. Mack and Matthew P. Hoxsie, of Greenberg Traurig, LLP, for Robbi J. Jones

and Kipling Jones & Company, Ltd.

Michael Garawski, Alan Lawhead, Michael Smith, and Colleen Durbin, for FINRA.

Appeal filed: January 19, 2021

Last brief received: June 15, 2021

Kipling Jones & Company, Ltd. (“KJC”), a former FINRA member, and Robbi J. Jones,

the firm’s owner and chief executive officer (together, “Applicants”), seek review of FINRA

disciplinary action. 1 FINRA found that KJC violated Section 17(a) of the Securities Exchange

Act of 1934 and Exchange Act Rules 17a-3 and 17a-5, and that KJC and Jones violated FINRA

Rules 4511 and 2010, by creating and maintaining inaccurate books and records and by filing

materially inaccurate Financial and Operational Combined Uniform Single Reports (“FOCUS

reports”). FINRA found that Jones also violated FINRA Rules 8210 and 2010 by providing false

and misleading information to FINRA and by refusing to respond to FINRA staff’s questions

during her on-the-record testimony. For these violations, FINRA imposed a $38,000 fine against

KJC and barred Jones from associating with a FINRA member firm in any capacity. 2 FINRA

also determined that, because KJC’s Exchange Act violations were willful, the firm was subject

to a statutory disqualification.

Applicants challenge the sanctions imposed and contend that FINRA’s proceedings were

constitutionally defective. We sustain FINRA’s findings of violations and sanctions.

Background

Jones entered the securities industry in 1991 and registered as a municipal securities

representative. Jones later registered as a municipal securities principal and general securities

representative and principal. After associating with five other FINRA member firms, Jones

formed KJC, which registered as a broker-dealer in late 2007. 3 Jones served as the president,

chief executive officer, chief compliance officer, and financial and operations principal

(“FINOP”) of KJC, with which she was associated until December 2020. KJC, a small firm

based in Houston, Texas, was registered with the Commission as a broker-dealer and municipal

advisor and is a former FINRA member. 4 KJC focused on providing municipal advisory

services.

Jones purchased certificates of deposit to increase KJC’s reported net capital.

In 2011, Jones sought to increase the amount of net capital that KJC reported in its

fourth-quarter FOCUS report. She did so by purchasing a $70,000 one-year certificate of deposit

Dep’t of Enf’t v. Jones, Complaint No. 2015044782401 (NAC Dec. 17, 2020).

FINRA also ordered that Applicants pay, jointly and severally, hearing costs of

$13,914.58 and appeal costs of $1,573.34.

See Kipling Jones & Co., Ltd. 8, BrokerCheck, available at

https://brokercheck.finra.org/firm/summary/144730; Robbi Julene Jones 1, BrokerCheck,

available at https://brokercheck.finra.org/individual/summary/1797418. We take official notice

of these BrokerCheck reports pursuant to Commission Rule of Practice 323. 17 C.F.R.

§ 201.323.

KJC’s registration with the Commission ended in June 2021.

(“CD No. 0331”) from Commonwealth National Bank (“CNB”) on December 30, 2011. 5 To

fund the CD’s purchase, Jones took out a personal loan from the same bank, pledging the CD as

collateral and signing a promissory note next to a warning that it was “separately secured” by CD

No. 0331.

Because the promissory note was in Jones’s name, CNB’s president told her that the CD

also needed to be in her name. CD No. 0331 was issued to both Jones and KJC. Once it was

purchased, KJC immediately began reporting the CD as an allowable asset in its net capital

computation. It did so despite Exchange Act rules providing that a broker-dealer cannot include

the value of certain non-allowable illiquid assets—including pledged assets—when calculating

its net capital. 6

CD No. 0331 automatically renewed for another year on December 30, 2012, at which

point Jones signed another promissory note warning her that the CD was pledged as security for

the renewed promissory note.

On October 28, 2013, CNB notified Jones that the note she had used to purchase CD

No. 0331 would mature on December 30, 2013, and that Jones could either pay the note’s

balance in full or renew it again. Jones waited until early February 2014 to attempt to renew the

note—nearly two months after its maturity date—but did not provide CNB with the proof of

income required for renewal. On February 19, 2014, CNB warned Jones via letter that the

promissory note had expired and that if Jones did not renew it by February 21, the bank would

deem the loan in default and use CD No. 0331 to pay off the balance. CNB mailed the letter by

certified mail to the KJC address in its files, which was the same address KJC listed on the

FOCUS report it filed in April 2014. Jones contends that she did not receive CNB’s letter, as

KJC had moved, though Jones also testified that she continued receiving mail sent to KJC’s

previous address.

After Jones did not respond, on March 5, 2014, CNB used CD No. 0331 to pay off the

promissory note’s balance. CNB did not provide KJC or Jones with a written notice of the

cancellation, and KJC continued to show CD No. 0331 as an existing asset in its general ledger,

balance sheets, trial balances, and as an allowable asset in its monthly FOCUS reports, until

December 2014.

FINRA placed KJC on heightened supervision after Jones caused KJC to

improperly report two earlier pledged CDs as allowable assets.

CD No. 0331 was not the first CD that KJC improperly listed as an allowable asset. In

November 2011, shortly before Jones purchased CD No. 0331, FINRA initiated a 2012 cycle

As a broker-dealer, KJC was required to keep records of, among other things, the firm’s

net capital calculations, i.e., the minimum level of highly liquid assets that a firm must maintain.

See generally Net Capital Rule, Exchange Act Release No. 38248, 1997 WL 46860, at *2 (Feb.

6, 1997), 62 Fed. Reg. 6,474, 6,475 (Feb. 12, 1997) (explaining purpose of that rule); 17 C.F.R.

§ 240.15c3-1 (setting forth net capital requirements for brokers and dealers).

See 17 C.F.R. § 240.15c3-1.

examination of KJC’s financials. During that review, FINRA concluded that KJC had

improperly listed as allowable assets two CDs that Jones had pledged in support of loans

obtained in 2007 and 2010. As a result, in April 2013, FINRA placed the firm on heightened

supervision.

KJC and its independent auditor attributed the wrongful reporting of the CDs to Jones’s

failure to communicate to KJC’s chief financial officer that the CDs had been pledged as

collateral. Jones eventually represented to FINRA in April 2013 that, although she had been

“unclear as to her responsibility to notify the CFO of the pledging of the CDs,” she had since

become aware and successfully completed the Series 28 (Introducing Broker-Dealer Financial

and Operations Principal) exam “to better understand the financial reporting requirements for

[KJC].” Jones further represented that, “to increase transparency of [KJC’s] assets, CDs will no

longer be used as capital.” But Jones did not inform FINRA that KJC was currently including

another pledged CD—CD No. 0331—in the firm’s net capital calculation.

The City of Houston investigated Jones’s use of a city credit card to purchase

airplane tickets.

KJC served as a financial advisor to the City of Houston and, in connection with that

work, Jones engaged in travel for which Houston reimbursed KJC. In May 2013, the Houston

Office of the Controller (“Controller’s Office”) began investigating Jones’s suspected use of a

city credit card to purchase airline tickets for personal travel (the “Houston Investigation”).

While reconciling credit card charges, the Controller’s Office discovered purchases of two

Southwest Airlines (“Southwest”) tickets—a roundtrip flight between Houston and Birmingham,

and a one-way flight from Chicago to Houston—where Jones was identified as the passenger.

When the Controller’s Office asked Jones for documentation of expenses she incurred for this

travel, Jones provided documentation for two different flights.

The matter was referred to Houston’s Office of the Inspector General (“OIG”) for further

investigation. Jones testified during her on-the-record interview in FINRA’s disciplinary hearing

that the OIG initially questioned her about five sets of flights but eventually focused on the

Birmingham and Chicago flights noted above. Jones testified that she informed the OIG that she

had used her mother’s credit card—not the city’s credit card—to buy those tickets.

On June 16, 2014, Houston’s OIG sent a letter to Jones stating that it had completed its

investigation and concluded that she was responsible for the unauthorized use of the city’s credit

card to purchase tickets for herself for non-city business on the Birmingham and Chicago flights.

FINRA conducted a 2014 cycle examination of KJC.

FINRA requested information relating to CD No. 0331.

In November 2014, FINRA began a scheduled 2014 cycle examination of KJC. In

response to a FINRA request, Jones provided FINRA with the firm’s general ledger for

September 2014 and a balance sheet and trial balance as of September 30, 2014, all of which

identified CD No. 0331 as an asset with an accrued balance of $70,313.09 as of September 30,

2014. This amount corresponded to the total value of securities that KJC reported as allowable

assets on its September 30, 2014, FOCUS report. At FINRA’s request, Jones later provided

FINRA with KJC’s general ledger for January 2012 through October 2014, which similarly listed

CD No. 0331 as a firm asset as of December 30, 2013.

On December 11 and 15, 2014, FINRA emailed Jones about documents it was still

seeking, including support for the reported balance of CD No. 0331 as of September 30, 2014.

Jones replied on December 18, claiming that CNB could not provide a statement supporting what

KJC’s records showed the CD’s balance to be. Shortly thereafter, Jones forwarded a screenshot

dated January 27, 2014—from nearly a year earlier—showing the balance of CD No. 0331 on

certain dates from December 2011 through December 2013, but not as of September 30, 2014.

On December 26, 2014, FINRA again emailed Jones about its outstanding requests and

asked for information about the early withdrawal penalty for CD No. 0331. Jones replied that

she was trying to get the information from CNB. When Jones did not subsequently respond,

FINRA repeatedly emailed Jones about the outstanding items. FINRA also asked to speak with

Jones, explaining that her “lack of response to record requests is hindering this process.”

On December 30, 2014, while FINRA’s requests were pending, Jones obtained a new

loan from CNB to purchase another $70,000 CD, this time with a two-year maturity (“CD

No. 0577”). Again, the loan was secured by the CD it was used to purchase. Jones immediately

began including CD No. 0577 in KJC’s net capital computation.

On January 16, 2015, Jones emailed FINRA staff that, “instead of rolling [CD No. 0331]

over another year, [she had] requested a two-year maturity.” Jones added that, because the CDs

had different maturities, CD No. 0331 “was technically cancelled” and that she was “attach[ing]

the paperwork for the ‘new’ CD [No. 0577]” (though she did not attach that paperwork). FINRA

responded that it was still seeking information about CD No. 0331. FINRA emailed Jones

additional reminders on January 21, January 27, January 30, and February 3, 2015, and made

multiple calls about the pending requests.

After Jones failed to respond, on February 6, 2015, FINRA sent Jones an information and

document request pursuant to FINRA Rule 8210. 7 Jones replied, acknowledging the outstanding

information requests, and attributing the delays to personal reasons. Because Jones did not

substantively respond, FINRA sent additional Rule 8210 requests on February 13 and February

24. When Jones provided documentation about CD No. 0577, FINRA reminded Jones that they

were requesting information for CD No. 0331.

On March 4, 2015, Jones notified FINRA that she would be sending CNB a letter asking

for the information requested by FINRA. Over the next few days, Jones provided FINRA with

additional documentation for CD No. 0577 and claimed CNB was having technical difficulties

and that she needed to revise her letter to CNB to obtain CD No. 0331 information. FINRA

subsequently emailed repeated requests for the still outstanding information. On March 10,

See FINRA Rule 8210(a) (requiring associated persons to provide specified information,

testimony, and documents as “to any matter involved in [a FINRA] investigation[] . . . [or]

examination”).

Jones responded that she expected to receive the information from CNB the following day,

March 11. On March 13, Jones emailed FINRA that she had not yet received a response from

CNB. FINRA asked Jones for an update on March 16, but she did not respond.

On March 18, 2015, FINRA issued KJC a “Notice of Current Net Capital Deficiency

Identified by FINRA,” stating that the firm had not provided adequate documentation to verify

CD No. 0331’s reported balance or to support its classification as an allowable asset.

FINRA requested information relating to the Houston Investigation.

During the same cycle examination, FINRA became aware that Jones, through KJC, had

retained an attorney in connection with the Houston Investigation. FINRA subsequently asked

Jones to provide relevant documentation about the investigation, including a signed statement

from Jones detailing the investigation, a letter from Jones’s attorney confirming the outcome,

and all documentation from the city. Jones provided FINRA with only a letter from her attorney

stating that Jones “was cleared of any wrongdoing.”

In its February 6 and February 13, 2015 Rule 8210 request letters discussed above,

FINRA also sought the still outstanding written statement from Jones explaining the Houston

Investigation. Jones responded with two signed statements, each dated February 13. Neither

discussed the Birmingham and Chicago flights on which the Houston Investigation had

ultimately focused. And in one of the statements, Jones inaccurately represented that the

investigation focused on two different trips. After FINRA asked for additional detail, Jones

provided a letter that she had purportedly sent to Southwest requesting credit card information

and a copy of a receipt for a Southwest flight.

In March 2015, Jones emailed a FINRA examiner, stating she had been unable to provide

documents in response to outstanding requests because there had been a death in the family. The

examiner called Jones and asked if it was her mother who had died; Jones responded that it was.

Jones participated in an on-the-record interview and refused to answer certain

questions from FINRA staff.

On March 30, 2015, FINRA requested that Jones appear at an on-the-record interview

(“OTR”) pursuant to FINRA Rule 8210. Jones appeared for the OTR on May 8, 2015, where she

denied using CD No. 0331 and CD No. 0557 as collateral for any loans. Jones also testified that

CD No. 0331 was renewed at the end of 2013 as a two-year instrument.

When asked about the Houston Investigation, Jones testified that the Controller’s Office

initially asked about five flights, but then focused on the Birmingham and Chicago tickets—

which Jones claimed she had purchased with her mother’s credit card. When Jones testified that

she and her mother both tried to obtain her mother’s credit card statements to support that claim,

FINRA staff asked Jones if her mother was still alive given her earlier statement to an examiner

that her mother had died. Jones refused to answer, stating that she did not “want to answer any

personal questions.” Jones nevertheless added that, “[d]uring the time that that was going on

[her mother] was absolutely 100 percent” alive. After FINRA staff explained that they were

trying to determine whether her mother could request account statements from the credit card

issuer, Jones still refused to answer. After taking a recess, Jones’s attorney stated on the record

that he had tried to persuade Jones to answer the question, but she refused.

Jones provided additional information to FINRA after her OTR.

On June 15, 2015, FINRA issued another Rule 8210 request to counsel for Jones and

KJC seeking additional information about the cancellation of CD No. 0331 by June 22. Counsel

responded, on June 30, that Jones had applied for an unsecured loan and did not recall giving

CNB authority to use CD No. 0331 as collateral. Counsel indicated that Jones would not have

pledged the CD as collateral “because she knew that she could not then use the CD to meet her

capital requirements for her firm.” Counsel claimed that Jones first learned that CNB had used

the CD to satisfy the loan during a meeting with the CNB president in March 2015, and that,

because Jones had been unaware the bank had used the CD to pay off the loan, Jones had made

loan payments during 2014. Counsel further claimed that Jones met with the CNB president in

June 2015 to obtain documents relating to the CD, but that the president had not provided those

documents and had stopped returning her and her counsel’s calls.

In August 2015, nearly five months after her OTR, Jones left two voicemail messages for

the examiner, apologizing for answering “in an untruthful manner” when asked if her mother had

died. Jones explained that she was “overwhelmed with all the FINRA things” and thought she

could “get some more time.”

II.

Procedural History

On April 24, 2017, FINRA’s Department of Enforcement (“Enforcement”) filed a

complaint against Jones and KJC alleging four categories of misconduct:

Jones and KJC maintained inaccurate books and records and filed materially

inaccurate FOCUS reports that inflated KJC’s reported net capital by improperly

treating CD No. 0331 as an allowable asset and listing it as an asset after it was

cancelled;

Jones made misrepresentations to FINRA staff about CD No. 0331, the Houston

Investigation, and her mother’s death during the 2014 cycle examination;

Jones provided false and misleading information, documents, and testimony about

CD No. 0331 and the Houston Investigation in response to FINRA’s Rule 8210

requests for information; and

Jones refused to answer questions at her OTR about her mother’s purported death.

For the first category of misconduct, the complaint alleged that KJC and Jones violated

FINRA Rules 4511 and 2010 and that KJC willfully violated Section 17(a) of the Exchange Act

and Exchange Act Rules 17a-3 and 17a-5. For the second category, the complaint alleged that

Jones violated FINRA Rule 2010. For the third and fourth categories, the complaint alleged that

Jones violated FINRA Rules 8210 and 2010.

After a five-day hearing that included testimony from Jones and seven other witnesses, a

Hearing Panel found KJC and Jones liable for books and records violations and for filing

materially inaccurate FOCUS reports. The Hearing Panel further found that Jones was liable for

providing false and misleading information to FINRA and refusing to respond to questions

during her OTR testimony. 8 The Hearing Panel also determined that KJC acted willfully with

respect to the books and records violations, thus subjecting the firm to a statutory

disqualification. 9

For the books and records violations, the Hearing Panel fined KJC $38,000; fined Jones

$35,000; suspended Jones from associating with any FINRA member firm in any capacity for

two years; and barred Jones from associating with any FINRA member firm in any supervisory

or principal capacity. For the other violations, the Hearing Panel fined Jones $35,000 and

suspended her from associating with any FINRA member firm in any capacity for two years.

Jones and KJC appealed to FINRA’s National Adjudicatory Council (“NAC”), where

they challenged only the severity of the sanctions imposed by the Hearing Panel. After

independently reviewing the record, the NAC affirmed the Hearing Panel’s findings of

violations, including that the firm willfully violated the Exchange Act, thus subjecting the firm to

a statutory disqualification. It also sustained the $38,000 fine against KJC for its books and

records violations but determined that Jones’s misconduct warranted more significant sanctions.

The NAC therefore barred her in all capacities for her books and records violations and also

barred her for her false and misleading responses to FINRA’s requests for information and her

refusal to answer questions.

This appeal followed.

III.

Analysis

We review FINRA disciplinary action to determine (1) whether an applicant engaged in

the conduct FINRA found, (2) whether that conduct violated the rules specified in FINRA’s

determination, and (3) whether those rules are, and were applied in a manner, consistent with the

In finding Applicants liable, the Hearing Panel set aside for lack of evidence certain

allegations against Jones, including that: Jones knew or should have known that her attorney’s

December 2014 letter had mischaracterized the Houston Investigation, and Jones had made

specific false or misleading statements in her testimony and written responses.

See 15 U.S.C. § 78c(a)(39)(F) (stating that a person is subject to a statutory

disqualification if, among other things, that person has committed any act enumerated in Section

15(b)(4)(D), which refers, among other things, to willful violations of the Exchange Act);

Meyers Assocs., L.P., Exchange Act Release No. 86497, 2019 WL 3387091, at *11 (July 26,

2019) (explaining that, for purposes of Section 78c(a)(39)(F), a “person” is defined to include a

company) (citing 15 U.S.C. § 78c(a)(9)).

purposes of the Exchange Act. 10 Our review is de novo and we apply a preponderance of the

evidence standard. 11

Applicants have forfeited any arguments on the merits.

At the outset, we note that Applicants do not challenge FINRA’s findings of violations;

they challenge only the sanctions imposed. Similarly, Applicants appealed only the Hearing

Panel’s sanctions determination to the NAC. Although we therefore find those merits arguments

forfeited, 12 we nevertheless independently evaluate the support for FINRA’s findings of

violations before considering the appropriateness of the sanctions imposed, consistent with the

Commission’s statutory review function. 13

KJC violated Exchange Act Section 17(a) and Exchange Act Rules 17a-3 and 17a-5,

and both Applicants violated FINRA Rules 4511 and 2010, by maintaining

inaccurate books and records and filing inaccurate FOCUS reports.

Exchange Act Section 17(a)(1) requires broker-dealers to “make and keep for prescribed

periods such records . . . and make and disseminate such reports” as prescribed by rule. 14 In

turn, Exchange Act Rule 17a-3(a)(2) requires broker-dealers to “make and keep current . . .

[l]edgers (or other records) reflecting all assets and liabilities, income and expense and capital

accounts.” 15 Rule 17a-3(11) requires broker-dealers to make and keep current, on a monthly

basis, a “record of the proof of money balances of all ledger accounts in the form of trial

balances and a record of the computation of aggregate indebtedness and net capital, as of the trial

15 U.S.C. § 78s(e)(1)(A).

Richard G. Cody, Exchange Act Release No. 64565, 2011 WL 2098202, at *9 (May 27,

2011), aff’d, 693 F.3d 251 (1st Cir. 2012).

See Canady v. SEC, 230 F.3d 362, 362–63 (D.C. Cir. 2000) (upholding Commission’s

conclusion that respondent “waived [a] defense by failing to argue it”); MFS Sec. Corp. v. SEC,

380 F.3d 611, 621 (2d Cir. 2004) (finding “valid” the Commission’s routine application of “an

exhaustion requirement in its review of disciplinary actions by [self-regulatory organizations]”);

see also Stephen Russell Boadt, Exchange Act Release No. 32095, 1993 WL 365355, at *2 (Sept.

15, 1993) (explaining that the Commission was “not required to consider” objection that

applicant “failed to present . . . to the District Committee at a time when it could have been

remedied”).

15 U.S.C. § 78s(e)(1)(A) (specifying that the Commission may affirm a self-regulatory

organization’s disciplinary sanction only if it finds that the applicant “engaged in such acts or

practices, or has omitted such acts, as the self-regulatory organization has found him to have

engaged in or omitted”; that such actions or omissions violate the relevant provisions or rules;

and that the application of those provisions or rules was consistent with the purposes of the

Exchange Act).

15 U.S.C. § 78q(a)(1).

17 C.F.R. § 240.17a-3(a)(2).

balance date.” 16 Rule 17a-5(a)(2)(iii) further requires broker-dealers such as KJC to file

quarterly FOCUS reports. 17 Implicit in these requirements is that the records and reports be

accurate. 18 Scienter is not required to violate these provisions. 19

FINRA Rule 4511 requires that members and associated persons “make and preserve

books and records as required under the FINRA rules, the Exchange Act and the applicable

Exchange Act rules.” 20 Scienter is not required to violate this rule. 21 FINRA Rule 2010 further

requires members and associated persons, in the conduct of their business, to “observe high

standards of commercial honor and just and equitable principles of trade.” 22 A violation of

Commission and FINRA rules and regulations governing recordkeeping requirements also per se

constitutes a violation of Rule 2010. 23

Here, the record establishes, and Applicants do not dispute, that KJC violated the above

provisions by maintaining inaccurate books and records and by filing inaccurate FOCUS reports

17 C.F.R. § 240.17a-3(11).

17 C.F.R. § 240.17a-5(a)(2)(iii). In February 2020, the regulation governing FOCUS

report filings was amended and, as part of those changes, Rule 17a-5(a)(2)(iii) was redesignated

without any substantive changes as Rule 17a-5(a)(1)(iii). See Recordkeeping and Reporting

Requirements for Security-Based Swap Dealers, Major Security-Based Swap Participants, and

Broker-Dealers, Exchange Act Release No. 87005, 84 Fed. Reg. 68,550, 68,572 & n.249, 68,652

(Dec. 16, 2019).

Meyers Assocs., 2019 WL 3387091, at *10 & n.77 (collecting cases); see also Sinclair v.

SEC, 444 F.2d 399, 401 (2d Cir. 1971) (stating that there is “an obligation” under Section 17(a)

that “voluntarily suppl[ied]” information “be truthful”).

Orlando Joseph Jett, Exchange Act Release No. 49366, 2004 WL 2809317, at *23 (Mar.

5, 2004) (“Scienter is not required to violate Exchange Act Section 17(a)(1) and the rules

thereunder.”).

FINRA Rule 4511(a) (applying to members); see also FINRA Rule 0140(a) (providing

that FINRA’s rules “shall apply to all members and persons associated with a member” and that

“[p]ersons associated with a member shall have the same duties and obligations as a member

under the Rules”).

Mitchell H. Fillet, Exchange Act Release No. 75054, 2015 WL 3397780, at *12 (May 27,

2015) (finding that NASD Rule 3110, the predecessor to FINRA Rule 4511, has no scienter

requirement).

FINRA Rule 2010; see also FINRA Rule 0140(a) (described in supra note 20).

See, e.g., Bruce Zipper, Exchange Act Release No. 90737, 2020 WL 7496222, at *11, 13

(Dec. 21, 2020) (explaining that it is a “long-standing and judicially-recognized policy” that a

“violation of another FINRA rule,” including FINRA’s books-and-records rule, “itself

constitutes a violation of FINRA Rule 2010”); see also Katz v. SEC, 647 F.3d 1156, 1158 n.2

(D.C. Cir. 2011) (recognizing that a violation of a self-regulatory organization or Commission

rule “also automatically constitutes” a violation of a self-regulatory organization’s prohibition

against engaging in conduct inconsistent with just and equitable principles of trade).

with the Commission. Specifically, KJC failed to record the cancellation of CD No. 0331 in the

firm’s general ledger, trial balance, balance sheet, and FOCUS reports. KJC also filed FOCUS

reports between April 2014 and July 2015 that improperly reported the CD as an allowable asset

despite the fact that CNB had cancelled the CD before then and that Jones had pledged the CD as

collateral for a personal loan.

The record also shows, and Applicants do not dispute, that Jones herself violated FINRA

Rules 4511 and 2010. In her answer, Jones admitted that she was KJC’s FINOP during the

relevant time period and that KJC’s written supervisory procedures designated the FINOP as the

person responsible for preparing and maintaining the firm’s books and records. Moreover,

according to Jones’s OTR and hearing testimony, Jones gave the paperwork for CD No. 0331 to

a KJC staff member to include in KJC’s books and records, but did not give him the paperwork

for the promissory note that she had executed or otherwise inform him that the CD was pledged.

By providing KJC with inaccurate information to include in its books and records, Jones violated

FINRA Rules 4511 and 2010. 24

The above provisions that Applicants violated are, and were applied in a manner,

consistent with the Exchange Act’s purposes of protecting investors and the public interest

because they “require that member firms conduct their business operations with regularity and

that their records accurately reflect those operations.” 25 The requirement that books and records

be accurate ensures that the Commission and self-regulatory organizations can effectively

monitor brokers to protect the public interest. 26 Accurate books and records also help a firm’s

own managers and auditors monitor the firm’s activities. Because KJC’s books and records and

FOCUS reports were inaccurate, FINRA’s application of these provisions in this case was

consistent with the Exchange Act’s purposes. 27

See, e.g., Fox & Co. Invs., Inc., Exchange Act Release No. 52697, 2005 WL 2848468, at

*8 (Oct. 28, 2005) (finding that firm’s principal owner, president, and FINOP violated

predecessors to FINRA Rules 4511 and 2010 by “failing to provide an accurate statement of the

Firm’s trial balances and net capital computations”).

Meyers Assocs., 2019 WL 3387091, at *10 (cleaned up).

See Edward J. Mawod & Co., Exchange Act Release No. 13512, 1977 WL 187427, at *5

n.39 (May 6, 1977) (stating recordkeeping requirements are “a keystone of the surveillance of

brokers and dealers by our staff and by the security industry’s self-regulatory bodies”).

See Zipper, 2020 WL 7496222, at *15 (finding FINRA’s application of Section 17(a),

Rule 17a-3, and FINRA Rules 4511 and 2010 was consistent with the Exchange Act’s purposes

where the applicant maintained inaccurate books and records).

Jones violated FINRA Rules 8210 and 2010 by providing inaccurate and misleading

information, documents, and testimony, and refusing to answer questions during

her OTR.

FINRA Rule 8210 is the principal means by which FINRA obtains information from its

member firms and their associated persons. 28 This rule provides that no FINRA member or

associated person shall “fail to provide information or testimony or to permit an inspection and

copying of books, records, or accounts” in response to a request by FINRA. 29 We have held that

failing to provide full and prompt cooperation with a Rule 8210 request, or providing false or

misleading information, violates Rule 8210. 30 And, as discussed above, violating another

Commission or FINRA rule, such as Rule 8210, also violates Rule 2010. 31 Similarly, providing

false or misleading information during a FINRA examination also violates FINRA Rule 2010. 32

Here, Jones violated Rule 2010 by providing false and misleading information to FINRA

during the 2014 cycle examination. Jones falsely told a FINRA examiner that her mother died. 33

As FINRA found, Jones knew that her statement was false and later admitted in voicemails to the

examiner that she had lied about her mother’s death so that she could “get some more time” to

respond to FINRA’s inquiries. Jones further misled FINRA staff by repeatedly claiming that she

was seeking proof of CD No. 0331’s balance but failing to inform them that she was aware of

facts indicating that the CD had been cancelled.

Jones further violated Rules 8210 and 2010 by falsely testifying that CD No. 0331 was

never pledged as collateral. 34 As discussed in further detail below, Jones knew that she had

pledged the CD against her personal loan, so her testimony to the contrary violated FINRA’s

prohibition against providing false or misleading information.

Jones also violated Rules 8210 and 2010 by omitting information about the Birmingham

and Chicago flights when responding to FINRA’s Rule 8210 requests to explain the Houston

See, e.g., Charles C. Fawcett, IV, Exchange Act Release No. 56770, 2007 WL 3306105,

at *6 & n.29 (Nov. 8, 2007) (describing the purpose of Rule 8210).

FINRA Rule 8210(c).

See Trevor Michael Saliba, Exchange Act Release No. 91527, 2021 WL 1336324, at *13

& n.25 (Apr. 9, 2021).

See, e.g., Merrimac Corp. Sec., Inc., Exchange Act Release No. 86404, 2019 WL

3216542, at *2 (July 17, 2019).

David Adam Elgart, Exchange Act Release No. 81779, 2017 WL 4335050, at *7 & n.32

(Sept. 29, 2017) (affirming FINRA’s finding that providing false information in response to a

request received during an examination violates Rule 2010).

See, e.g., id. at *7 (finding that applicant’s “dishonesty in answering falsely” violated

Rule 2010 because the “provision of false information to FINRA is inconsistent with just and

equitable principles of trade”).

See, e.g., Saliba, 2021 WL 1336324, at *13 (holding that Saliba violated Rules 8210 and

2010 by providing false testimony during his OTR).

Investigation. Instead of providing a complete explanation of the Houston Investigation, Jones

provided two incomplete written responses that misleadingly omitted information about the two

flights that she knew were the investigation’s focus. 35 In one of the two responses, she also

affirmatively falsely identified two different flights as the relevant “trips in question.” We reject

Jones’s argument that her responses were merely incomplete and that she supplemented her

responses after receiving clarification from FINRA staff. Although an incomplete response can

violate Rules 8210 and 2010, 36 Jones’s responses to FINRA’s requests for information were not

just incomplete. Instead, the responses misled FINRA about the investigation’s very subject.

Jones did not correct her misleading responses until three months later, when she admitted

during her May 2015 OTR that the two “really problematic” flights on which the Houston

Investigation focused were the Birmingham and Chicago flights.

Jones again violated Rules 8210 and 2010 by refusing to answer questions regarding her

mother during her OTR testimony. 37 Jones put her mother (and her mother’s health) at issue by

claiming during the OTR (1) that she had used her mother’s credit card to buy the tickets for the

flights that were the subject of the Houston Investigation and (2) that she and her mother had

attempted to obtain her mother’s credit card statements to explain the flight purchases to the

OIG. Given Jones’s earlier statement to a FINRA examiner that her mother had died, FINRA

staff reasonably sought to clarify whether Jones’s mother could obtain those credit card

statements or otherwise substantiate Jones’s claims. Instead, by refusing to answer FINRA

staff’s questions, Jones prolonged and distracted FINRA’s examination, regardless of whether

the refusal ultimately impeded the results of that examination. 38 Applicants also claim that

Cf. id. at *16–17 (finding that applicant violated Rules 8210 and 2010 by producing only

one computer in response to a request for any and all computers used for his business, where

applicant had also used at least one other computer).

See, e.g., North Woodward Fin. Corp., Exchange Act Release No. 74913, 2015 WL

2151765, at *5 (May 8, 2015) (finding that applicant violated Rules 8210 and 2010 by providing

an incomplete response to FINRA’s requests for information).

See, e.g., Bradley C. Reifler, Exchange Act Release No. 94026, 2022 WL 194504, at *6–

8 (Jan. 21, 2022) (holding that the applicant’s refusal to answer questions during OTR testimony

violated Rules 8210 and 2010).

Cf. Keilen Dimone Wiley, Exchange Act Release No. 76558, 2015 WL 7873431, at *9

(Dec. 4, 2015) (concluding that “blatantly misleading” answer during an OTR did not excuse

applicant’s failure to comply with Rule 8210, despite applicant’s argument that his answer was

so obviously false that it did not impede FINRA’s investigation).

Jones’s counsel advised her that such questions were improper, but in fact her counsel stated at

the OTR that he had tried to convince Jones to address the questions about her mother, but she

refused.

We find that the provisions Applicants violated are, and were applied in a manner,

consistent with the Exchange Act’s purposes because Jones’s misleading and inaccurate

statements and failure to respond to questions during her OTR hampered FINRA’s ability to

conduct the cycle examination and determine whether Applicants had violated Commission or

FINRA rules. 39

IV.

Sanctions

Exchange Act Section 19(e)(2) directs us to sustain FINRA’s sanctions unless we find,

having due regard for the public interest and the protection of investors, that the sanctions are

excessive or oppressive or impose an unnecessary or inappropriate burden on competition. 40 We

consider any aggravating or mitigating factors, as well as whether the sanctions serve remedial,

not punitive, purposes. 41 Although they are not binding on us, FINRA’s Sanction Guidelines

serve as a benchmark in our review. 42 For the reasons below, we sustain the sanctions imposed

by FINRA.

We sustain FINRA’s fine and bar for Applicants’ books and records-related

violations.

FINRA fined KJC $38,000 and barred Jones in all capacities for Applicants’ books and

records-related violations. 43 In doing so, FINRA appropriately applied its guidelines for

recordkeeping violations, falsification of records, and filing false FOCUS reports because, as

Cf. Merrimac, 2019 WL 3216542, at *5 (“Rule 8210 is consistent with the purposes of

the Exchange Act because it ‘is essential to FINRA’s ability to investigate possible misconduct

by its members and associated persons.’” (citation omitted)).

15 U.S.C. § 78s(e)(2). The record does not show, nor do Applicants claim, that FINRA’s

sanctions impose an unnecessary or inappropriate burden on competition.

See McCarthy v. SEC, 406 F.3d 179, 189–91 (2d Cir. 2015); Saad v. SEC, 718 F.3d 904,

906 (D.C. Cir. 2013); PAZ Sec., Inc. v. SEC, 494 F.3d 1059, 1065 (D.C. Cir. 2007).

See, e.g., Bruce Zipper, Exchange Act Release No. 100777, 2024 WL 3876042, at *4

(Aug. 20, 2024). We look to the Guidelines in force at the time the FINRA hearing panel made

its determination in this case. See FINRA’s Sanction Guidelines (May 2018) (“Guidelines”),

https://www.finra.org/sites/default/files/2018_Sanctions_Guidelines.pdf.

Applicants do not challenge the fine and therefore have forfeited any argument that the

fine is excessive or oppressive. See, e.g., Eric S. Smith, Exchange Act Release No. 100762, 2024

WL 3875989, at *15 (Aug. 19, 2024).

discussed above, Applicants’ violations rendered KJC’s financial records and FOCUS reports

false. 44

For recordkeeping violations, the Guidelines recommend suspending a responsible

individual for up to three months, unless aggravating factors predominate, in which case the

individual may be suspended for a longer period or barred. 45 For falsifying a document and

filing false FOCUS reports, the Guidelines recommend suspending the responsible individual or

Financial Principal for up to two years. 46 Where significant aggravating factors are present, the

guideline for falsifying a document recommends that a bar be imposed. 47

Here, FINRA concluded that “extensive aggravating factors” predominated and rejected

Applicants’ arguments in mitigation. We agree. For more than a year and a half, Jones

intentionally reported a non-allowable asset (CD No. 0331) as an allowable asset and thereby

inflated KJC’s net capital. 48 This inaccurate information was also important and material, as

Jones’s misreporting concealed a net capital deficiency in KJC’s books and FOCUS reports. 49

Applicants attempt to downplay their misconduct by arguing that they did not knowingly

or willfully commit their books and records-related violations. To the contrary, the record

plainly shows that Jones knew both that CD No. 0331 had been pledged and that, as a result, it

could not be reported as an allowable asset. Jones was an experienced finance professional who

negotiated the terms of both CD No. 0331 and the corresponding loan, and she twice signed

documents expressly pledging the CD as collateral. CNB’s president also testified that he told

Jones that the CD would be pledged against the loan. Although Jones testified that she did not

know that she had pledged the CD when she purchased it, the record (as just discussed) shows

that she knew the CD was pledged. 50 Moreover, Jones knew by April 2013, at the latest, that

Guidelines at 29, 37, 70; see also id. at 7–8 (providing a general list of principal

considerations for determining sanctions).

Id. at 29.

Id. at 37, 70.

Id. at 37.

See id. at 29 (including as principal considerations “[w]hether inaccurate . . . information

was entered . . . intentionally, recklessly, or as the result of negligence” and “[w]hether the

violations occurred . . . over an extended period of time”); see also Blair Alexander West,

Exchange Act Release No. 74030, 2015 WL 137266, at *11 (Jan. 9, 2015) (finding four-month

period of misconduct to be an extended period of time), pet. denied, 641 F. App’x 27 (2d Cir.

2016).

See Guidelines at 29 (including “[w]hether the violations allowed other misconduct to

occur or to escape detection” as a principal consideration); see also Rani T. Jarkas, Exchange

Act Release No. 77503, 2016 WL 1272876, at *11 (Apr. 1, 2016) (explaining that net capital

requirements “protect[ ] customers and other market participants”).

The Hearing Panel rejected Jones’s testimony as not being credible. Although the

Commission has occasionally given weight to demeanor-based credibility determinations, see,

(continued…)

reporting CD No. 0331 as an allowable asset was improper, given that FINRA had placed KJC

on heightened supervision after Jones caused the firm to improperly report two earlier pledged

CDs as allowable assets.

Applicants argues that the fact that the Hearing Panel set aside certain allegations against

Jones is inconsistent with finding that she knew that the CD was pledged when she purchased it.

But the set-aside allegations all concerned specific statements and omissions by Jones about the

CD’s cancellation or the Houston Investigation. The only set-aside allegation that even related

to CD No. 0331 having been pledged was an allegation that Jones had represented that she “first

learned in March 2015” that the CD had been pledged as collateral. In setting this allegation

aside, the Hearing Panel found only that there was no evidence that Jones said that. The panel’s

finding had nothing to do with when Jones actually knew the CD was pledged. And the panel

and NAC both expressly found that Jones knew when she purchased the CD that she had also

pledged it as collateral.

Applicants similarly argue that it was excessive for FINRA to conclude that KJC acted

willfully and therefore was subject to a statutory disqualification. A statutory disqualification,

however, is not subject to the Commission’s review under Exchange Act Section 19(e) for

excessiveness. 51 Rather, the Exchange Act specifies that a statutory disqualification is the

automatic consequence of certain types of misconduct. 52 Here, KJC became subject to statutory

disqualification by willfully violated the Exchange Act. 53

We conclude that FINRA did not err in finding willfulness here. Acting with scienter

necessarily meets the definition of willfulness. 54 As KJC’s owner, CEO, and FINOP, Jones’s

mental state is attributable to the firm. 55 Jones knew CD No. 0331 was not an allowable asset

e.g., Jon R. Butzen, Exchange Act Release No. 36512, 1995 WL 699189, at *2 & n.7 (Nov. 27,

1995), we do not do so here.

See, e.g., Richard Allen Riemer, Jr., Exchange Act Release No. 84513, 2018 WL

5668898, at *8 (Oct. 31, 2018) (citing cases).

Exchange Act Section 3(a)(39), 15 U.S.C. § 78c(a)(39).

See id. § 78c(a)(39)(F) (stating that a person is subject to a statutory disqualification if,

among other things, he has committed any act enumerated in Exchange Act Section 15(b)(4)(D),

which includes willful violations of the Exchange Act).

See Robare Grp., Ltd. v. SEC, 922 F.3d 468, 479 (D.C. Cir. 2019); Bennett Grp. Fin.

Servs., Exchange Act Release No. 80347, 2017 WL 1176053, at *4 n.30 (Mar. 30, 2017) (finding

that scienter demonstrates that violations were willful), abrogated in part on other grounds by

Lucia v. SEC, 585 U.S. 237 (2018); cf. Allen Holeman, Exchange Act Release No. 86523, 2019

WL 3530381, at *11–12 (July 31, 2019) (finding that applicant who acted with extreme

recklessness had acted willfully).

See, e.g., Armstrong, Jones & Co. v. SEC, 421 F.2d 359, 362 (6th Cir. 1970) (recognizing

that Commission may sanction a broker-dealer under respondeat superior doctrine for its agents’

willful violations of Exchange Act); Fuad Ahmed, Exchange Act Release No. 81759, 2017 WL

(continued…)

but caused it to be listed as an allowable asset in the firm’s books and records and FOCUS

reports. The record thus shows that KJC (acting through Jones) knowingly—and thereby

willfully—violated the Exchange Act by listing CD No. 0331 as an allowable asset on the firm’s

books and records and FOCUS reports.

We also disagree with Applicants that FINRA did not properly consider the lack of

customer harm. Applicants argue that FINRA ignored the lack of customer harm and that the

Sanction Guideline for forgery, unauthorized use of signatures, or falsification of records—on

which FINRA partially relied—directs adjudicators to consider a suspension in the absence of

such harm. 56 To the contrary, the NAC noted this provision in the Guideline, but pointed out

that the Guideline additionally provides that a bar is standard, regardless of customer harm, if the

violations are “accompanied by significant aggravating factors.” 57

Such significant aggravating factors, as FINRA found, are present here. Jones’s repeated

and knowing misconduct both demonstrates a pattern of disregard for her reporting and

recordkeeping obligations and confirms the risk that she poses to customers and other market

participants if she were not barred. Given these factors and our focus on investor welfare, we

agree with FINRA that the lack of customer harm was not mitigating. 58

We also reject Applicants’ claim that FINRA erred by not viewing as mitigating Jones’s

lack of prior disciplinary history. A securities professional’s lack of prior disciplinary history is

not mitigating because such a person “should not be rewarded for acting in accordance with his

duties as a securities professional.” 59 Indeed, the Guidelines incorporate this principle by noting

that certain considerations may be only aggravating and citing an appellate decision for the

4335036, at * & n.32 (Sept. 28, 2017) (sustaining NAC’s willfulness finding against former

FINRA member firm and registered representative where representative and others intentionally

committed acts that violated Securities Act, Exchange Act, and FINRA rules).

See Guidelines at 37.

Id. (recommending a suspension of two months to two years for falsifying a document

“in the absence of other violations or customer harm” and a bar if the conduct is “in furtherance

of another violation” and results “in customer harm or [is] accompanied by significant

aggravating factors”). Applicants acknowledge that the Sanction Guideline for recordkeeping

violations recommends that FINRA consider a “longer” suspension or bar “[w]here aggravating

factors predominate.” Id. at 29

Cf. PAZ Sec., Inc. v. SEC, 566 F.3d 1172, 1175 (D.C. Cir. 2009) (upholding Commission

determination that “the lack of direct harm or benefit does not mitigate a complete failure to

respond in violation of Procedural Rule 8210”); Louis Ottimo, Exchange Act Release No. 95141,

2022 WL 2239146, at *7 (June 22, 2022) (“[W]e have consistently held that the lack of customer

harm is not mitigating.”) (internal quotation marks omitted).

PAZ Sec., Inc., Exchange Act Release No. 57656, 2008 WL 1697153, at *8 (Apr. 11,

2008) (quoting Philippe N. Keyes, Exchange Act Release No. 54723, 2006 WL 3313843, at *6

(Nov. 8, 2006)), petition denied, 566 F.3d 1172 (D.C. Cir. 2009).

proposition that “while the existence of a disciplinary history is an aggravating factor when

determining the appropriate sanction, its absence is not mitigating.”60

Applicants nevertheless argue that imposing a bar would be inconsistent with two

disciplinary actions involving erroneous FOCUS reports in which FINRA imposed less than a

bar. Our review is de novo, however, and we are not bound by FINRA decisions. 61 And both

FINRA actions that Applicants cite are distinguishable because the respondents in those actions

(unlike Jones) did not know that the FOCUS reports at issue were erroneous. 62

For these reasons, we conclude that barring Jones for her books and records violations is

not excessive, oppressive, or punitive, but rather is designed to protect the public. 63

We sustain FINRA’s bar against Jones for her false and misleading informationrelated violations.

FINRA barred Jones in all capacities for her violations related to providing false and

misleading information during FINRA’s cycle examination and subsequent investigation. In

doing so, FINRA appropriately applied its guideline regarding failure to respond, failure to

respond truthfully or timely, or providing an incomplete response to requests made pursuant to

FINRA Rule 8210, which embraces Jones’s misconduct because, as discussed above, she

repeatedly provided false and misleading information, and otherwise failed to respond fully, in

response to FINRA staff’s various Rule 8210 and other requests. 64

See Guidelines at 7 n.1 (citing Rooms v. SEC, 444 F.3d 1208, 1214–15 (10th Cir. 2006)).

See Cody, 2011 WL 2098202, at *9 (stating that our review is de novo); cf. Rapoport v.

SEC, 682 F.3d 98, 105 (D.C. Cir. 2012) (recognizing that ALJ decisions do not bind the

Commission); Zipper, 2024 WL 3876042, at *4 (recognizing that FINRA Sanctions Guidelines

do not bind the Commission).

See Dep’t of Enf’t v. Jarkus, No. 2009017899801, at 8, 15–16, 21–22 (OHO Feb. 7,

2014); Dep’t of Enf’t v. Forest, No. 2009016159102, at 4, 13 (NAC July 28, 2015) (discussing

facts related to default decision in Dep’t of Enf’t v. Novack, No. 2009016159103 (OHO Aug. 12,

2013)).

Beyond a sentence in her opening brief referring to “health problems” and “severe life

events,” which we address in the next section, Jones does not reassert—and thus forfeited—the

mitigation argument she raised before the NAC that family and personal troubles caused her to

make “mistakes” through “inattention and negligence.” See, e.g., Smith, 2024 WL 3875989, at

*15.

Guidelines at 33; see also Trevor Michael Saliba, Exchange Act Release No. 99940,

2024 WL 1603297, at *9 (Apr. 11, 2024) (sustaining a bar that FINRA imposed based on this

guideline against an associated person who provided false information to FINRA Enforcement in

response to a Rule 8210 request and to FINRA Member Regulation in the absence of such a

request).

Under this guideline, a bar is standard where an individual provided false or misleading

information in response to FINRA’s requests. 65 A bar is also standard where an individual

provided a partial but incomplete response, “unless the person can demonstrate that the

information provided substantially complied with all aspects of the request.” 66 “Where

mitigation exists,” a suspension may be considered instead of a bar. 67 Relevant considerations

include the importance of the requested information from FINRA’s perspective, the number of

requests made and the degree of regulatory pressure required to obtain a response, and whether

the person thoroughly explained valid reasons for deficiencies in the response. 68 “The lack of

harm to customers or benefit to a violator does not mitigate a Rule 8210 violation.” 69

These considerations support FINRA’s determination to impose a bar. Without subpoena

power, FINRA relies on Rule 8210 requests to obtain information for its examinations and

investigations and fulfill its regulatory mandate to oversee its members and associated

persons. 70 Failures, like Jones’s, to comply with Rule 8210 undermine FINRA’s ability to carry

out its regulatory responsibilities and hinder its ability to detect misconduct that threatens

investors and markets. 71 The information that FINRA requested of Jones was particularly

important for carrying out that mandate, as FINRA staff were investigating serious potential

legal violations related to the accuracy of KJC’s net capital calculation and to Jones’s potentially

fraudulent conduct underlying the Houston Investigation.

Applicants attempt to downplay the seriousness of Jones’s misconduct by arguing that,

other than “one truthful but incomplete written description” of the Houston Investigation, she

provided FINRA with all relevant documents and answers, and that she failed to answer

“personal questions about her mother” only after having “been informed beforehand that no

personal questions would be asked.” To the contrary, Jones’s responses fell far short of

substantially complying with all aspects of FINRA’s requests. As detailed above, Jones’s false

and misleading responses to FINRA requests spanned several months and multiple different Rule

8210 and other requests, and Jones herself put her mother at issue during the OTR.

Guidelines at 33.

Id.

Id. at 33 n.2.

See, e.g., CMG Inst. Trading, LLC, Exchange Act Release No. 59325, 2009 WL 223617,

at *6 (Jan. 30, 2009) (explaining that FINRA must rely on Rule 8210 to obtain information “to

carry out its investigations and fulfill its regulatory mandate” and its “obligation to police the

activities of its members and associated persons”).

See, e.g., John Joseph Plunkett, Exchange Act Release No. 69766, 2013 WL 2898033, at

*9 (June 14, 2013) (“Failures to comply [with Rule 8210] are serious violations because they

subvert FINRA's ability to carry out its regulatory responsibilities, threatening investors and the

markets.”) (internal quotations and alterations omitted).

Applicants also contend that FINRA improperly rejected Jones’s mitigation claim that

health problems and other “severe life events” prevented her from fully participating in FINRA’s

examination. We disagree. Although the Commission has explained that “a medical disability

can be mitigating if it interfered with an applicant’s ability to comply with the rule at issue,” 72

the applicant must demonstrate that their medical condition actually had this effect. 73 Jones’s

only support for her claim is a reference in the hearing transcript to an email in which a third

party stated that Jones had been released from the hospital for complications relating to high

blood pressure. Jones does not explain how this condition allegedly interfered, over several

months, with her ability to comply with FINRA’s repeated Rule 8210 requests or caused her to

provide false and misleading responses to FINRA.

Applicants similarly argue that FINRA improperly rejected their mitigation claim that

CNB failed to provide certain documents to Jones. But Jones has not shown how that alleged

failure by CNB is relevant to Applicants’ misconduct, and the record shows that Jones was

already aware of the facts surrounding CD No. 0331 and her pledging of it. We thus see no basis

for why Jones would require additional documents from CNB to respond to FINRA’s requests.

Nor do we agree that Jones’s cooperation with some aspects of FINRA’s examination—

and her later correction of the lie that she told to FINRA staff about her mother’s death—are

ultimately mitigating. Securities professionals like Jones are obligated to cooperate with FINRA

examinations and investigations. 74 Although a respondent’s “substantial assistance” with a

FINRA examination or investigation may be relevant to the appropriate sanction, 75 Jones’s

repeated failure here to provide accurate or complete information to FINRA failed to meet even

the minimum cooperation expected of associated persons—and thus fell well below the level of

substantial assistance that we might find mitigating.

Jones partially accepts responsibility for her misconduct by stating in her briefs to the

Commission that she “should have been better and more responsive with documents.” But this

Ahmed Gadelkareem, Exchange Act Release No. 82879, 2018 WL 1324737, at *9 (Mar.

14, 2018).

See, e.g., id.; John M.E. Saad, Exchange Act Release No. 76118, 2015 WL 5904681, at

*6 (Oct. 8, 2015) (rejecting professional and personal stress as mitigating factor where case

involved deceptive conduct “over a long period of time,” not “an unthinking reaction during a

stressful moment that is later redressed”), pet’n denied in part and remanded in part, 873 F.3d

297, 303 (D.C. Cir. 2017) (upholding the Commission’s analysis of mitigating evidence,

including regarding stress).

See West, 2015 WL 137266, at *12 (“Associated persons do not provide substantial

assistance by simply fulfilling their obligations to provide FINRA information pursuant to an

investigation.”); Keyes, 2006 WL 3313843, at *6 n.22 (holding that the applicant’s “cooperation

in the investigation was consistent with the responsibilities he agreed to when he became an

associated person and does not constitute substantial assistance”).

Guidelines at 8.

belated and vague acknowledgement is outweighed by the aggravating factors here. 76 We also

reject Applicants’ claim that a bar is disproportionate for Jones’s misconduct when compared

with the sanctions that FINRA has imposed in other disciplinary actions involving Rule 8210

violations. As noted above, those decisions are not binding on the Commission. 77 In any event,

the decisions that Applicants cite are again readily distinguishable. Unlike the circumstances

here, the FINRA decisions that Applicants cite involving Rule 8210 violations involved

respondents who eventually fully and truthfully responded to Rule 8210 requests. 78

We accordingly conclude that barring Jones for providing false and misleading

information to FINRA, and for refusing to comply with FINRA’s Rule 8210 requests, is not

excessive, oppressive, or punitive, but rather is designed to protect the public.

Applicants’ remaining arguments about sanctions lack merit.

As to both bars, Applicants argue that FINRA “failed to properly explain why a lifetime

bar was appropriate in this case.” We disagree. The NAC described the applicable guidelines,

analyzed in depth the appropriate sanctions for Applicants’ misconduct, considered and

ultimately rejected Applicants’ arguments in mitigation, and explained its view that bars were

appropriate for Jones’s violations. 79

Applicants also argue that the NAC improperly increased the sanctions imposed by the

Hearing Panel from suspensions to bars because FINRA Enforcement did not cross-appeal the

Hearing Panel’s decision. FINRA’s rules, however, specify that the NAC “may affirm, modify,

reverse, increase, or reduce any sanction, . . . or impose any other fitting sanction.” 80 Moreover,

FINRA Enforcement argued in its briefs before both the Hearing Panel and the NAC that Jones

should be barred. Applicants thus were on notice both that FINRA Enforcement was seeking

Cf. id. at 7 (recognizing as a consideration in determining sanctions “[w]hether an

individual . . . accepted responsibility for and acknowledged the misconduct to his or her

employer . . . or a regulator prior to detection and intervention by the firm . . . or a regulator”).

See supra note 61 and accompanying text.

See Dep’t of Enf’t v. Hartman, No. 2016052604602 (OHO Nov. 11, 2018) (barring

respondent from association with any FINRA member firm in any capacity); Dep’t of Enf’t v.

Larson, No. 2014039174202 (OHO June 14, 2018) (suspending respondent from association for

18 months).

See, e.g., ABN AMRO Clearing Chicago LLC, Exchange Act Release No. 83849, 2018

WL 3869452, at *12 (Aug. 15, 2018) (explaining that a self-regulatory organization need provide

“only a clear explication of reasons, which may be long or short as the nature of the case and the

novelty or complexity of the issues may require”) (cleaned up).

FINRA Rule 9348 (emphasis added); see also FINRA Rule 9349(a) (same); Meyers

Assocs., 2019 WL 3387091, at *18 (recognizing that “it is not improper for the NAC to impose

different sanctions than a Hearing Panel imposed or that Enforcement requested”).

increased sanctions on appeal to the NAC and that the NAC could increase the sanctions

imposed by the Hearing Panel. 81

Constitutional Arguments

Applicants challenge FINRA’s proceedings on several constitutional grounds. They

claim that the Exchange Act’s statutory scheme violates the private non-delegation doctrine

insofar as it permits FINRA, a private self-regulatory organization, to exercise regulatory

authority without (they claim) sufficient Commission oversight. They further contend that

FINRA’s hearing officers and NAC members were not appointed in accord with the

Appointments Clause and are not subject to removal in a manner consistent with Article II of the

U.S. Constitution. Finally, they argue that FINRA denied them due process by depriving them

of a fair proceeding and a determination by an impartial decisionmaker.

As a threshold matter, Applicants forfeited these arguments by failing to raise them

before FINRA. 82 As noted above, they limited their arguments before the NAC to the

appropriateness of the sanctions imposed. Challenges premised on constitutional claims are not

exempt from “ordinary principles of waiver and forfeiture.” 83 In addition to being forfeited,

these arguments also lack merit.

FINRA’s structure does not violate the Constitution.

The non-delegation doctrine, Appointments Clause, and removal claims that Applicants

assert here are substantially similar to challenges that have been raised in federal courts to

FINRA’s structure and operations. 84 As described below, we follow the lead set by the courts on

these constitutional questions to conclude that Applicants’ claims do not have merit. Briefs filed

See Birkelbach v. SEC, 751 F.3d 472, 281 (7th Cir. 2014) (finding that the Commission

did not abuse its discretion in affirming a NAC decision to increase the sanction imposed by a

hearing panel).

See, e.g., Newport Coast Sec., Inc., Exchange Act Release No. 88548, 2020 WL

1659292, at *16 (Apr. 3, 2020) (finding that applicant’s “failure to raise its Appointments Clause

argument before FINRA is reason enough for us to reject it now”); see also supra note 12.

Island Creek Coal Co. v. Wilkerson, 910 F.3d 254, 256 (6th Cir. 2018) (citation

modified); see, e.g., Newport Coast, 2020 WL 1659292, at *15–17 (finding waiver of

constitutional arguments where they were not first raised before FINRA). Applicants contend

that the Commission cannot impose an exhaustion requirement unless FINRA is a government

agency, but “general administrative exhaustion principles apply to [self-regulatory

organizations].” MFS Sec. Corp., 380 F.3d at 622.

See, e.g., Alpine Sec. Corp. v. Nat’l. Sec. Clearing Corp., No. 2:23-CV-00782-JNP-JCB,

2024 WL 1011863, at *6 (D. Utah Mar. 8, 2024) (concluding that the applicant “has not

demonstrated a likelihood of success” as to its claim that self-regulatory organizations “are

unconstitutionally structured under the Appointments Clause” or that the authority “delegated to

[them] violates the constitutional nondelegation doctrine”), injunction pending appeal denied,

Order, Case No. 24-4027, Doc. No. 11074625 (10th Cir. Mar. 15, 2024).

by the Commission and by the Department of Justice in other proceedings have discussed in

detail the type of constitutional claims that Applicants raise. 85 We agree with that analysis and

therefore explain only briefly why we conclude that Applicants’ claims lack merit.

Applicants’ private non-delegation claim fails. The Supreme Court has recognized that

Congress may enlist the aid of a private organization in administering federal law without

running afoul of the non-delegation doctrine as long as the private actor “function[s]

subordinately” to a government agency that exercises “authority and surveillance” over its

activities. 86 Courts have repeatedly recognized that the relationship between FINRA and the

Commission satisfies these private non-delegation principles. 87

Through the Exchange Act, Congress gave the Commission “pervasive supervisory

authority” over the rulemaking and enforcement activities of FINRA and other self-regulatory

organizations in order to protect “the public interest.” 88 For example, FINRA’s proposed rules

for its members generally only take effect if the Commission approves the rules after public

notice and comment, and the Commission “may abrogate, add to, and delete from” those rules. 89

The Commission also exercises supervisory authority over FINRA’s disciplinary decisions,

including plenary review over its final disciplinary actions—the very process Applicants have

pursued here. 90 The Commission may even suspend or revoke FINRA’s registration if, in the

See Br. for Respondent SEC, Black v. SEC, Case No. 23-2297, Doc. No. 45 (4th Cir. July

8, 2024); see also Def. SEC’s Combined Br. in Supp. of Cross-Mot. for Summ. J. & Opp’n to

Pl.’s Mot. for Summ. J., Black v. FINRA, Case No. 3:23-cv-709-RJC-DCK, Doc. No. 51-1

(W.D.N.C. Apr. 4, 2025); Mem. of Law of Intervenor United States in Defense of the

Challenged Provisions of the Sec. Laws, Alpine Sec. Corp. v. Nat’l Sec. Clearing Corp., Case

No. 2:23-cv-00782-JNP-JCB, ECF No. 30 (D. Utah Jan. 29, 2024).

Sunshine Anthracite Coal Co. v. Adkins, 310 U.S. 381, 399 (1940); see also FCC v.

Consumers’ Rsch., 606 U.S. 656, 692–95 (2025) (holding, based on Adkins, that FCC’s

universal-service contribution scheme, administered by a private corporation, did not violate

nondelegation principles).

See, e.g., Sorrell v. SEC, 679 F.2d 1323, 1325–26 (9th Cir. 1982) (upholding arrangement

against a challenge that Congress unconstitutionally delegated power to self-regulatory

organizations to impose disciplinary sanctions); First Jersey Sec., Inc. v. Bergen, 605 F.2d 690,

697 (3d Cir. 1979); R. H. Johnson & Co v. SEC, 198 F.2d 690, 695 (2d Cir. 1952); cf. Alpine

Sec. Corp. v. FINRA, 121 F.4th 1314 (D.C. Cir. 2024) (discussed below).

United States v. NASD, 422 U.S. 694, 732–33 (1975); see also Oklahoma v. United

States, 62 F.4th 221, 229 (6th Cir. 2023) (observing that the Commission “oversees both

[FINRA’s] rulemaking and [its] enforcement”).

See 15 U.S.C. § 78s(b)(1), (2)(C), (c).

See id. § 78s(e); see also NASD v. SEC, 431 F.3d 803, 806 (D.C. Cir. 2005) (recognizing

that the Exchange Act “provides the Commission with plenary review powers” over selfregulatory organizations’ disciplinary sanctions).

Commission’s opinion, “such action is necessary or appropriate in the public interest, for the

protection of investors, or otherwise in furtherance” of the Exchange Act’s purposes. 91

Although the D.C. Circuit recently found that an applicant for a preliminary injunction

had demonstrated a likelihood of success on a nondelegation claim against FINRA, the

circumstances that were crucial to the D.C. Circuit’s decision are not present here. 92

Specifically, the court determined that plenary Commission review of a FINRA expedited

expulsion proceeding was “not available as a practical matter” before the expulsion forced the

business to close—thus leaving a “gap” in Commission oversight of FINRA’s disciplinary

proceedings. 93 Here, by comparison, the same procedural posture and concerns are not present

in our review of FINRA’s final disciplinary decision. 94

Applicants’ Article II appointment and removal claims fail. Applicants have also not

established that Article II’s appointment and removal requirements apply to FINRA personnel.

By their terms, those structural constitutional requirements apply only to “Officers of the United

States,” 95 and Article II “says nothing” about the method of hiring or firing “some other type of

officer” that is not an officer “of the United States.” 96 FINRA is not “part of the government”

under the Supreme Court’s test in Lebron v. National Railroad Passenger Corp. because it was

not created by the government and its leaders are not chosen by the government. 97 FINRA is

15 U.S.C. § 78s(h)(1).

See Alpine Sec., 121 F.4th at 1330–31 (finding a likelihood of success on a preliminary

injunction applicant’s nondelegation claim where FINRA expelled the applicant in an expedited

proceeding and the expulsion was allowed to take effect before the completion of Commission

review proceedings).

Id. at 1331.

See, e.g., id. at 1326–28 (distinguishing between the Commission’s oversight of FINRA

through review of final FINRA decisions or sanctions and the more limited circumstances in

Alpine Securities involving whether to stay the effectiveness of an expedited expulsion order

pending Commission review).

U.S. CONST. art. II, § 2, cl. 2.

Fin. Oversight & Mgmt. Bd. for P.R. v. Aurelius Inv., LLC, 590 U.S. 448, 459 (2020).

513 U.S. 374, 399 (1995). Applicants appear to conflate the Lebron test with the stateaction doctrine, under which specific actions by a private entity can be attributed to the

government. See, e.g., NB ex rel. Peacock v. District of Columbia, 794 F.3d 31, 43 (D.C. Cir.

2015). Whether a “private entity” takes action that may “be deemed that of the state” for certain

purposes under the state-action doctrine is a different question from whether an entity is part of

the “Government itself” under Lebron. See Herron v. Fannie Mae, 861 F.3d 160, 167 (D.C. Cir.

2017) (distinguishing between those two questions and addressing the Lebron test, rather than

the state action doctrine, because plaintiff argued that the defendant was part of the federal

government). The state-action doctrine does not bear on whether an entity is part of the

government and therefore subject to the structural constitutional requirements that apply to the

government itself.

instead a private, non-profit corporation incorporated under Delaware law. 98 As a private entity

(acting subject to the supervision and authority of the Commission pursuant to private nondelegation principles), FINRA’s processes for selecting or terminating its personnel—including

with respect to hearing officers and the composition of hearing panels—are not subject to the

Appointments Clause or constitutional limitations on removal restrictions.

FINRA did not deprive Applicants of due process or fair procedures.

The Exchange Act requires self-regulatory organizations like FINRA to “provide fair

procedures in disciplinary actions.” 99 The record indicates that FINRA provided fair procedures,

and therefore comported with any due process requirements, throughout the proceeding below,

and we find no merit in Applicants’ arguments to the contrary. 100

Applicants contend, for example, that Enforcement filed a “materially misleading” posthearing brief with the Hearing Panel that depicted the Houston Investigation as being about

“only” the Birmingham and Chicago flights. In doing so, Applicants claim, Enforcement

attempted to portray Jones’s production of “documents related to all flights as misleading and

deceptive.” But Applicants were not denied an opportunity to challenge Enforcement’s

characterization of the Houston Investigation, nor was the NAC—whose decision is before us on

appeal—misled by Enforcement. 101 Enforcement’s opening brief to the NAC and the resulting

NAC decision accurately describe how Jones testified that she was questioned about five flights,

but that the investigation later narrowed to two specific flights.

Applicants also argue that, because Enforcement did not cross-appeal, they were deprived

of notice of Enforcement’s intent to seek greater sanctions before the NAC. As discussed above,

however, the NAC reviews Hearing Panel decisions de novo and has broad discretion to “affirm,

See, e.g., Jones v. SEC, 115 F.3d 1173, 1183 (4th Cir. 1997) (“While the NASD is a

closely regulated corporation, it is not a governmental agency, but rather a private corporation

organized under the laws of Delaware.”).

Epstein, 416 F. App’x at 148; see also 15 U.S.C. § 78o-3(b)(8), (h)(1).

100

See, e.g., D’Alessio v. SEC, 380 F.3d 112, 121 (2d Cir. 2004) (noting that Exchange Act’s

requirement that FINRA provide fair procedures gave rise to a “due-process-like requirement”);

Consol. Arb. Applications, Exchange Act Release No. 97248, 2023 WL 2805323, at *8 (Apr. 4,

2023) (“Here, applicants have not been denied fair procedures or, even were it held to apply to

FINRA, due process.”).

101

See, e.g., Kendall v. Baicerzak, 650 F.3d 515, 528–29 (4th Cir. 2011) (explaining that

“[p]rocedural due process provides merely a guarantee of fair procedures—typically notice and

an opportunity to be heard”) (quotations omitted); accord Mathews v. Eldridge, 424 U.S. 319,

333 (1976) (“The fundamental requirement of due process is the opportunity to be heard ‘at a

meaningful time and in a meaningful manner.’”) (quoting Armstrong v. Manzo, 380 U.S. 545,

552 (1965)).

modify, reverse, increase, or reduce any sanction, or impose any other fitting sanction.” 102

Moreover, contrary to their contention, Applicants received ample notice that the NAC might

increase the sanctions: Enforcement expressly sought increased sanctions, the NAC repeatedly

warned Applicants that it could increase the sanctions, and Applicants argued against such an

increase both in their reply brief and at oral argument before the NAC.

Applicants further claim that FINRA deprived them of due process by charging them

with, and later finding, duplicative rule violations when alleging that they violated Rule 2010 by

virtue of violating Rules 4511 and 8210. They contend that Rule 2010 “should only be used

when another rule is inapplicable.” The Commission and courts have repeatedly held, however,

that a violation of another Commission or FINRA rule per se amounts to a violation of Rule

2010. 103 We also have repeatedly rejected Applicants’ contention that Rule 2010 is

impermissibly vague. 104 Further, Applicants’ suggestion that FINRA violated the Fifth

Amendment’s Double Jeopardy Clause is unavailing because that clause only applies to multiple

criminal punishments for a single offense, and no criminal punishment is involved here. 105

Applicants also argue, without citing any authority, that FINRA deprived Jones of due

process by treating her “purported deception” both as the basis for her underlying Rule 8210 and

2010 violations, and as “aggravation of said violations and of her purported Rule 4511 and 2010

violation.” However, the nature of a respondent’s misconduct necessarily informs the

appropriate sanction for such misconduct. 106 We therefore find that FINRA did not deprive

Jones of due process by considering the facts and circumstances of her rule violations in its

sanctions analysis.

Applicants next argue that the NAC panel was not fair and impartial because one of its

members was an owner and associated person of a competitor broker-dealer who failed to recuse

102

FINRA Rule 9349(a); see, e.g., Kevin M. Glodek, Exchange Act Release No. 60937,

2009 WL 3652429, at *6 (Nov. 4, 2009) (sustaining the NAC’s decision to impose a longer

suspension than did the hearing panel); Joseph Abbondante, Exchange Act Release No. 53066,

2006 WL 42393, at *11 (Jan. 6, 2006) (rejecting applicant’s argument that, by increasing

sanctions, the NAC unfairly infringed on his right to appeal the hearing panel’s decision), aff’d,

209 F. App’x 6 (2d Cir. 2006).

103

See supra notes 23, 31.

104

See, e.g., Rooms, 444 F.3d at 1213–14 (rejecting petitioner’s vagueness challenge to

NASD’s rule barring conduct in violation of “just and equitable principles of trade”); Mayer A.

Amsel, Exchange Act Release No. 8743, 1996 WL 169430, at *4 n.11 (Apr. 10, 1996) (noting

that the Commission has repeatedly rejected vagueness challenges to NASD rules requiring

adherence to just and equitable principles of trade and collecting cases).

105

See, e.g., William F. Lincoln, Exchange Act Release No. 39629, 1998 WL 80228, at *5–6

(Feb. 9, 1998) (holding that administrative proceedings to impose a bar do not involve “criminal

penalties” for the purposes of the Double Jeopardy Clause).

106

See Guidelines at 3 (directing adjudicators to tailor sanctions to address misconduct in

particular case).

himself. Applicants assert that the Commission should presume that the competitor’s presence

on the panel prejudiced them and rendered the NAC panel’s decision unfair, necessitating a new

hearing. Applicants forfeited this claim by not timely seeking to disqualify the panel member. 107

FINRA Rule 9332(b) requires a party to move to disqualify a NAC panel member for bias within

15 days after the later of learning the grounds for disqualification or notification of the

composition of the panel. Objections to a hearing panel’s composition must be brought first to

the panel itself “so that the situation can be considered and, if appropriate, remedied as soon as

possible.” 108 This requirement ensures that Applicants cannot “gamble on one course of action

and, upon an unfavorable decision, [] try another course of action.” 109 Here, Applicants were

notified of the NAC panel members’ identities on January 31, 2019—more than seven months

before the NAC oral argument and almost a year before its decision—yet only now call into

question one panel member’s impartiality. Applicants do not allege that they only subsequently

became aware of the panelist’s alleged bias.

Even if Applicants had not forfeited their bias claim, we have consistently rejected such

arguments premised on “the mere fact that the panel member is employed by a potential

competitor.” 110 “Self-regulation of the securities industry necessarily entails adjudication by

competitors,” and, without more, a panel member’s generalized and indirect potential interest in

the resolution of the matter does not deprive the firm of a fair hearing. 111 Applicants have not

alleged, let alone established, “a particularized ‘bias or a showing of bias beyond merely being a

competitor,’” and thus have not shown that there was “an impermissible conflict of interest.” 112

Indeed, Applicants do not describe how or to what extent the panel member was allegedly

Applicants’ competitor, or how that panel member would benefit from imposing a disciplinary

107

See, e.g., Ahmed, 2017 WL 4335036, at *22 (finding bias challenge waived where

applicant failed to “object to the Panelist’s participation on the Hearing Panel”); Kenny

Akindemowo, Exchange Act Release No. 79007, 2016 WL 5571625, at *10 n.35 (Sept. 30, 2016)

(rejecting applicant’s challenge to a hearing panel’s composition where applicant had an

“opportunity to object to the hearing panel members under FINRA rules but did not do so”).

108

Robert Fitzpatrick, Exchange Act Release No. 44956, 2001 WL 1251680, at *5 (Oct. 19,

2001); accord Boadt, 1993 WL 365355, at *2.

109

Stuart K. Patrick, Exchange Act Release No. 32314, 1993 WL 172847, at *4 (May 17,

1993) (quoting David T. Fleischman, Exchange Act Release No. 8187, 1967 WL 87757, at *3

(Nov. 1, 1967)) (rejecting respondent’s objection to NYSE panelist raised for first time on

appeal).

110

Sierra Nev. Sec., Inc., Exchange Act Release No. 41330, 1999 WL 239682, at *4 (Apr.

26, 1999).

111

112

Id.

Id. (quoting Datek Sec. Corp., Exchange Act Release No. 32560, 1993 WL 243632, at *2

(June 30, 1993)); cf. Datek, 1993 WL 243632, at *2–3 (holding that applicants proved bias

where panel members had participated in the transactions at issue in the disciplinary proceeding).

sanction on Applicants. Nor do Applicants identify any evidence that the panelist made a

decision based on matters other than those gleaned from participation in this case. 113

For these reasons, we sustain FINRA’s findings of violations and sanctions. 114 An

appropriate order will issue. 115

By the Commission (Chairman ATKINS and Commissioners PEIRCE, CRENSHAW,

and UYEDA).

Vanessa A. Countryman

Secretary

113

See Robert E. Gibbs, Exchange Act Release No. 32401, 1993 WL 190913, at *2 (June 2,

1993) (rejecting bias allegation where respondent offered no evidence that the panel member had

any improper bias).

114

We have considered all of the parties’ contentions. We have rejected or sustained them

to the extent that they are inconsistent or in accord with the views expressed in this opinion.

115

Because our decisional process would not be significantly aided by oral argument,

Applicants’ motion for oral argument is denied. Rule of Practice 451, 17 C.F.R. § 201.451.

UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 104273 / November 28, 2025

Admin. Proc. File No. 3-20209

In the Matter of the Application of

ROBBI J. JONES and KIPLING JONES & CO., LTD.,

For Review of Disciplinary Action Taken by

FINRA

ORDER SUSTAINING DISCIPLINARY ACTION TAKEN BY FINRA

On the basis of the Commission’s opinion issued this day, it is

ORDERED that FINRA’s findings of violations against Robbi J. Jones and Kipling Jones

& Company, Ltd. are sustained; and it is further

ORDERED that the sanctions imposed by FINRA against Robbi J. Jones and Kipling

Jones & Company, Ltd. are sustained.

By the Commission.

Vanessa A. Countryman

Secretary

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.