According to the settlement, from at least June 2019 to November 2024, Wells Fargo had hundreds of municipal entity customers who transacted in both municipal and non-municipal securities through firm accounts. Despite these relationships, the firm was not registered as a municipal advisor — a designation required under Section 15B(a)(1)(B) of the Securities Exchange Act of 1934 when providing certain types of advice to municipal entities.

Lack of Supervisory Procedures and Guidance

FINRA found that Wells Fargo’s written supervisory procedures (WSPs) prohibited its brokers from advising municipal entities on investing proceeds from municipal securities issuances. However, the firm failed to:

• Provide clear guidance on what constitutes prohibited “advice” to municipal entities.
• Define other activities that might trigger municipal advisor registration.
• Implement a process to identify whether municipal entity deposits were proceeds from municipal securities issuances.
• Put in place effective controls to prevent or detect improper advice-giving.

Instead, Wells Fargo relied on provisions buried in client account agreements and annual account statement disclosures to discourage the deposit of such proceeds — measures that FINRA deemed insufficient and “not prominent.”

Regulatory Rules Cited

The enforcement action found violations of:

• MSRB Rule G-27 – Supervisory system requirements for municipal securities activities.
• FINRA Rule 3110(a) and (b) – Supervisory system and WSP requirements.
• FINRA Rule 2010 – Standards of commercial honor and just and equitable principles of trade.

The failures amounted to an inability to reasonably ensure compliance with federal and municipal securities laws governing municipal advisor registration.

Broader Regulatory Context

Municipal advisor registration rules, implemented after the Dodd-Frank Act, are designed to protect municipal entities from receiving conflicted or unqualified investment advice regarding the proceeds of bond issuances and other municipal securities transactions. Firms engaging in such advisory activities without registration may face enforcement action from FINRA, the Municipal Securities Rulemaking Board (MSRB), or the Securities and Exchange Commission (SEC).

Sanctions

As part of the settlement, Wells Fargo agreed to:

• Censure – A formal disciplinary action.
• $275,000 Fine – Payable to FINRA.

The firm neither admitted nor denied the findings but consented to the sanctions to resolve the matter.

Implications for Broker-Dealers

The case serves as a reminder to broker-dealers — especially those with municipal clients — to review and strengthen their supervisory systems and WSPs to ensure compliance with municipal advisor registration requirements. Firms must also provide clear, practical guidance to associated persons on what constitutes municipal advisory activity and implement proactive controls to detect and prevent violations.

Full details of the settlement are available in FINRA’s published disciplinary action here.

According to a FINRA Letter of Acceptance, Waiver, and Consent (AWC), the violations stem from two separate compliance failures occurring between May 2021 and March 2022.

Conflict of Interest in IPO Without Required Independent Oversight

In July 2021, Goldman Sachs acted as a lead underwriter in an IPO in which the firm had a conflict of interest under FINRA Rule 5121. The rule generally prohibits a member with a conflict from participating in a public offering unless a Qualified Independent Underwriter (QIU) is engaged to perform specific duties, including participating in the preparation of the registration statement and prospectus, and exercising the same due diligence standards as if it were solely responsible for the offering.

FINRA found that, although a QIU was named, the independent underwriter did not actually participate in preparing the registration statement and prospectus or conduct the required due diligence. This failure meant Goldman Sachs did not comply with Rule 5121’s conflict mitigation safeguards. By extension, the conduct also violated FINRA Rule 2010, which requires firms to observe high standards of commercial honor and just and equitable principles of trade.

Unregistered Individuals Performing Investment Banking Activities

From May 2021 through March 2022, Goldman Sachs allowed four individuals to engage in investment banking activities that required registration with FINRA, even though the individuals were not registered in any capacity during those periods.

Under FINRA Rule 1210, any person engaged in the investment banking or securities business of a member firm must be registered in the appropriate category. FINRA determined that Goldman’s supervisory system – including its written supervisory procedures – was not reasonably designed to ensure compliance with this requirement.

As a result, the firm violated FINRA Rules 1210, 3110 (Supervision), and 2010.

Sanctions

Without admitting or denying FINRA’s findings, Goldman Sachs consented to the following sanctions:

• Censure
• $250,000 fine

The AWC emphasizes that the violations involved both a lapse in ensuring independent oversight in a conflicted IPO and a systemic failure to enforce registration compliance for individuals performing regulated functions.

Regulatory Context

The case underscores FINRA’s ongoing focus on conflict of interest controls in underwriting activities and registration compliance for associated persons. IPO underwritings that involve conflicts require heightened safeguards, and member firms must maintain effective supervisory systems to ensure that individuals performing regulated tasks hold the necessary licenses.

Conflicts of interest in securities offerings can arise when an underwriter has a financial or ownership interest in the issuer or stands to receive benefits beyond standard underwriting compensation. The QIU requirement is intended to protect investors by ensuring an independent party vets the offering materials and due diligence process.

Likewise, registration rules are designed to ensure that only qualified, tested, and background-checked individuals perform investment banking or securities activities. Allowing unregistered persons to carry out such functions can expose investors and markets to misconduct risks and undermine industry integrity.

What Happens Next

While the $250,000 fine is modest relative to Goldman Sachs’ size, the matter serves as a reminder to all FINRA member firms – including large, complex institutions – that procedural lapses in IPO conflict oversight and registration compliance can lead to enforcement action.

The full FINRA settlement document is available here: FINRA AWC – Goldman Sachs & Co. LLC.