Suntrust is Fined $5M by FINRA for Violations Related to the Sale of Auction Rate Securities (ARS)

The Financial Industry Regulatory Authority (FINRA) has issued a notice that SunTrust Robinson Humphrey, Incorporated (SunTrust RH) and SunTrust Investment Services, Incorporated (SunTrust IS) have been fined for securities violations related to the sale of auction rate securities (ARS). SunTrust RH was the underwriter of the ARS and was fined $4.6 million for failing to adequately disclose the increased risk that the auction process could fail, sharing material on non-public information, using sales materials that did not adequately disclose the risks associated with the ARS and having inadequate supervisory procedures and training concerning the sales and marketing of ARS. SunTrust IS was fined $400,000 for having deficient sales and marketing materials, procedures and training.

In its investigation, FINRA found that SunTrust RH had knowledge of the stresses in the ARS market in the summer of 2007 that increased the risk that the auctions might fail. During the same time, SunTrust RH was advised by its parent company, SunTrust Bank, to reduce its use of the bank's capital and begin to examine whether it had the financial capability in the event of a major market disruption to support all ARS in which it acted as the sole or lead broker-dealer.

As these stresses increased, the firm failed to adequately disclose the increased risk to its sales representatives while encouraging them to sell SunTrust RH-led ARS issues in order to reduce the firm's inventory. As a result, certain SunTrust RH sales representatives continued to sell these ARS as safe and liquid. In February 2008, SunTrust RH stopped supporting ARS auctions, knowing that those auctions would fail and the ARS would become illiquid.

Additionally, FINRA found that on Feb. 13, 2008, SunTrust RH shared material non-public information regarding the potential refinancing of certain ARS issues with SunTrust Bank, which was contemplating investing in ARS. This information was material because SunTrust Bank was assured that if the auction market froze, it would likely be able to dispose of the illiquid ARS on the date the ARS was refinanced.

In addition, both SunTrust RH and SunTrust IS used advertising and marketing materials that were not fair and balanced, and did not provide a sound basis for evaluating all the facts about purchasing ARS. Specifically, the materials did not contain adequate disclosure of all the risks of ARS, including adequately disclosing the risk that ARS auctions could fail, rendering the investments illiquid for substantial periods of time. Both firms failed to maintain adequate supervisory procedures and training concerning their sales and marketing of ARS.

Brad Bennett, FINRA Executive Vice President and Chief of Enforcement, said, "SunTrust Robinson Humphrey and SunTrust Investment Services withheld information about the ARS market which prevented their sales representatives from making proper recommendations and their customers from making informed decisions about ARS. Because of that, the customers were left holding illiquid securities when the auctions failed."

This action concludes the agreements in principle with FINRA that were previously announced in Sept. 2008 and withdrawn in May 2009. SunTrust RH and SunTrust IS voluntarily repurchased approximately $381 million and $262 million of ARS, respectively, from their customers after FINRA began its investigation. In addition, as part of the settlements, the firms will participate in a special FINRA-administered arbitration program for eligible investors to resolve investor claims for consequential damages.

In concluding these settlements, the firms neither admitted nor denied the charges, but consented to the entry of FINRA's findings.

If you have suffered losses from auction rate securities (ARS), please contact our securities law firm for a confidential, no obligation consultation at 1-800-259-9010.

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