Office of General Counsel (Corporate) Policy
I. Department Overview
The Office of General Counsel (Corporate Policy provides legal services to FINRA, divided into 5 groups:
- The Corporate Transactions and IP Group. This group is responsible for the drafting and negotiation of FINRA’s contractual relationships with third parties including clients, vendors, and government agencies, and for providing counseling on related legal issues. In addition, the group is responsible for providing intellectual property counseling to FINRA’s business and technology divisions and for maintaining and protecting FINRA’s trademark and copyright portfolios.
- The Litigation Group. This group represents FINRA and its personnel in lawsuits and judicial proceedings, provides internal risk-management counseling, and responds to subpoenas issued to FINRA in lawsuits and arbitrations. The attorneys in the group provide advice to FINRA departments regarding litigation-related matters, engage and supervise outside litigation counsel as needed, and review and produce documents in response to several hundred subpoenas annually. The group also represents FINRA in expungement cases in which court orders are required for the expungement of disclosure data from the Central Registration Depository (CRD). The group also handles employment and labor law issues, including counseling management in employment-related matters, representing FINRA in administrative proceedings before the Equal Employment Opportunity Commission (EEOC) and state employment agencies, and working with outside counsel in administrative and judicial proceedings.
- The Code of Conduct Group. This group is charged with administering FINRA’s Code of Conduct. The group advises employees and their managers on application of the Code, provides training, detects and resolves possible securities trading violations, and maintains data on employee accounts and holdings.
- The Data Privacy and Protection Group (DPP). This group manages FINRA’s information privacy program, including FINRA’s corporate risk arising from the loss or theft of or unauthorized access to FINRA information. The group sets data classification and protection standards, provides training, social engineering awareness exercises and ad hoc communications, investigates and resolves security breaches involving FINRA data, and manages compliance activities around information protection.
- The Governance Group. This group provides senior level support to the Chief Legal Officer and the Legal Compliance Officer on legally and politically complex and sensitive issues and takes a leadership role on unique projects and corporate initiatives concerning governance, records management, FOIA, and information sharing with external parties. The group serves as OGC’s liaison with Internal Audit and supervises the Data Protection and Privacy Group and the Office of Disciplinary Affairs.
- The Office of Disciplinary Affairs (ODA). This office serves as an independent reviewer of an annual average of 1,400 complaints and settlements developed by the Departments of Enforcement and Market Regulation. ODA approval is required before the issuance of a settlement or complaint. Independence and consistency in the authorizing of disciplinary actions helps to ensure that our procedures for the disciplining of members are fair.
- The Criminal Prosecution Assistance Group (CPAG). This group provides assistance to federal and state law enforcement agencies in the investigation and prosecution of securities and financial-related frauds. Members of the group provide assistance by analyzing data, assisting with strategy, and providing grand jury and trial testimony. They also conduct training sessions for the FBI and other law enforcement agencies regarding securities law and financial crimes. To avoid government actor issues, CPAG is walled off but is supervised by the Vice President of the Litigation Group.
II. Key Metrics Corporate OGC/Regulatory Policy is headed by the Chief Legal Officer and is managed by the Legal Compliance Officer. See organizational charts, attached. Corporate OGC currently comprises 43 employees and 2 contractors. The majority of Corporate OGC’s staff is located in the Washington, DC, office, with three DPP staff in Rockville and one employee in New York. The Department’s overall 2018 operating budget is approximately 23 million dollars.
The goals of each group vary based upon its responsibilities. For example, the goals of the Litigation Group are to mitigate litigation risk presented by potential claims and to obtain successful outcomes in litigation matters. The goals of the Corporate Transactions and IP Group are to negotiate contracts on behalf of the corporation in a manner that attains the company’s business goals while protecting its legal interests. CPAG’s goals are to provide assistance and expertise to both state and federal law enforcement agencies in the prosecution of securities and financial crimes. Major initiatives include analysis of the impact of DOL’s fiduciary rules on the broker-dealer model and possible FINRA action.