The Securities and Exchange Commission (SEC) today settled cease-and-desist proceedings against Citigroup Global Markets for violating recordkeeping requirements.
Recordkeeping requirements of the federal securities laws require broker-dealers to make and keep current certain books and records, including records of all assets and liabilities. From at least 2009 through May 2019, the SEC found that Citigroup used an unsubstantiated and unverified method to calculate and record indirect expenses associated with its work as an underwriter.
According to the SEC’s order, Citigroup Global Markets calculated an indirect expense amount based on a fixed percentage of the underwriting fee for each deal where it was engaged as a lead underwriter. Then it used fixed “allocation grids,” which divided that amount into specific categories of expenses. Upon calculating these indirect expenses through this unsubstantiated method, the company recorded the amounts in its general ledger.
According to the SEC’s order, for at least a decade, Citigroup did not know the basis of this indirect expense calculation method and conducted no review or similar process to verify that this method was reasonable.
“Underwriters serve a critical role as gatekeepers in securities offerings. They perform essential functions, including investor protection and also helping companies access capital to grow and innovate,” Sanjay Wadhwa, deputy director of the SEC’s Division of Enforcement, said. “Recordkeeping failures such as these, perpetuated over at least a decade, can undermine the viability of those functions. The SEC will continue to vigorously enforce the books and records provisions of the federal securities laws, which are crucial to well-functioning markets.”
The SEC’s order charges Citigroup Global Markets with violating Section 17(a) of the Exchange Act and Rule 17a-3 thereunder. Without admitting or denying the SEC’s findings, the company consented to a cease-and-desist order, a censure, and a civil penalty of $2.9 million.