The SEC recently filed a civil complaint (Complaint) against a dually registered investment adviser and broker-dealer in the U.S. District Court for the District of Massachusetts, alleging that the firm had engaged in principal transactions with clients without providing the appropriate pre-trading disclosures and obtaining the requisite consent; made materially misleading disclosures about its mutual fund share class selection practices, including its conflicts of interest; and failed to adopt policies and procedures reasonably designed to prevent those violations. Although the charges are similar to those in countless other enforcement actions arising out of undisclosed conflicts of interest, the action is notable because the SEC took very public aim at the adviser’s Wells submission, which, among other deficiencies, allegedly “failed to acknowledge the wrongfulness of its conduct.” Thus, the action could have implications for how advisers advocate for themselves in the Wells process. This article details the allegations set forth in the Complaint and the Complaint’s invocation of the adviser’s Wells submission, with insight on the possible implications from a former SEC official. See our three-part series on the Wells
process: “Origin and Key Elements
” (Jun. 13, 2019); “SEC Enforcement Staff Views of the Process
” (Jun. 20, 2019); and “The Pre‑Wells Process Versus the Post‑Wells Process
” (Jun. 27, 2019).