FINRA and BATS Order Citigroup Global Markets Inc. to Pay $1.1 Million for Illegal Short Selling In Advance of Five Public Offerings and for Related Supervisory Violations
Sanctions Include $559,000 in Fines, More Than $538,000 in Disgorgement
WASHINGTON — The Financial Industry Regulatory Authority (FINRA) and BATS Exchange1, Inc. announced today that they have jointly ordered Citigroup Global Markets Inc. to pay approximately $1.1 million in connection with short selling ahead of participating in five public offerings of securities, in violation of Rule 105 of Regulation M. The payments include the disgorgement of more than $538,000, plus interest, of profits and improper financial benefits, and approximately $559,000 in fines. Citigroup also violated supervisory requirements related to Rule 105; and as part of the sanction, the firm was ordered to update its written supervisory procedures for Rule 105 compliance.
Rule 105 of Regulation M under the Securities Exchange Act of 1934 generally prohibits buying securities in secondary offerings when the purchaser sold short the security that is the subject of the offering during a specific restricted period – typically five business days – before the secondary offering is priced.
From May 26, 2009, to September 21, 2010, Citigroup sold securities short within the five business days leading up to the pricing of five public offerings in those securities, and then purchased securities in those offerings. Citigroup purchased a total of more than 1.5 million shares after having sold short 313,890 shares of the securities within the five business days leading up to the offerings.
Thomas Gira, FINRA Executive Vice President, Market Regulation, said, "Rule 105 of Regulation M remains vital to protecting the integrity of the offering process by prohibiting firms from engaging in certain prohibited activities before the pricing of secondary offerings. FINRA will continue to aggressively monitor firms for adherence to Rule 105's requirements and adequate supervisory systems to ensure such compliance."
In concluding this settlement, Citigroup neither admitted nor denied the charges, but consented to the entry of FINRA and BATS' findings.
FINRA, the Financial Industry Regulatory Authority, is the largest independent regulator for all securities firms doing business in the United States. FINRA is dedicated to investor protection and market integrity through effective and efficient regulation and complementary compliance and technology-based services. FINRA touches virtually every aspect of the securities business – from registering and educating all industry participants to examining securities firms, writing rules, enforcing those rules and the federal securities laws, informing and educating the investing public, providing trade reporting and other industry utilities, and administering the largest dispute resolution forum for investors and firms. For more information, please visit www.finra.org.
About BATS Global Markets, Inc.
BATS Global Markets, Inc. is a leading global operator of securities markets, committed to Making Markets Better for traders, investors and issuers. In the U.S., BATS operates four stock exchanges – BZX, BYX, EDGX and EDGA – and regularly ranks as the top market for ETF and retail-driven liquidity. The company is an important listing venue for ETFs and other structured products and also operates BATS Options, a U.S. equity options market. In Europe, BATS operates the largest pan-European equities exchange, offering trading and listing services across 15 major European markets. With its world-class proprietary technology and relentless customer focus, BATS strives to bring efficiency, transparency and fairness to market participants. The company is headquartered in Kansas City with offices in the New York area and London. Further information on BATS can be found at www.bats.com and by following us on Twitter @BATSGlobal.
1 The settlement with BATS will become final and conclusive on April 9, 2014, unless called for review pursuant to BATS Rule 8.10(c).