In re Piper Sandler & Co.

 
 
 
UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100698 / August 14, 2024 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6649 / August 14, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21994 
 
 
In the Matter of 
 
Piper Sandler & Co., 
 
Respondent. 
 
ORDER INSTITUTING ADMINISTRATIVE AND 
CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 21C OF 
THE SECURITIES EXCHANGE ACT OF 1934 
AND SECTIONS 203(e) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-AND-
DESIST ORDER 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against Piper Sandler & Co. (“Piper Sandler” or “Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 
facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Sections 203(e) 
and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 
Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
 

 
 
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III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. The federal securities laws impose recordkeeping requirements on broker-dealers 
and registered investment advisers to ensure that they responsibly discharge their crucial role in 
our markets.  The Commission has long said that compliance with these requirements is essential 
to investor protection and the Commission’s efforts to further its mandate of protecting investors, 
maintaining fair, orderly, and efficient markets, and facilitating capital formation. 
2. These proceedings arise out of the widespread and longstanding failure of Piper 
Sandler personnel throughout the firm, including at senior levels, to adhere to certain of these 
essential requirements and the firm’s own policies.  Using their personal devices, these personnel 
communicated both internally and externally by text messages, and/or other unapproved written 
communications platforms (“off-channel communications”). 
3. From at least August 2019, Piper Sandler personnel sent and received off-channel 
communications that related to its broker-dealer business and, with respect to its investment 
advisory business, off-channel communications related to recommendations made or proposed to 
be made and advice given or proposed to be given.  Respondent did not maintain or preserve the 
substantial majority of these written communications.  Respondent’s failures were firm-wide and 
involved personnel at various levels of authority.  As a result, Piper Sandler violated Section 
17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder and Section 204 of the Advisers Act 
and Rule 204-2(a)(7) thereunder. 
4. Piper Sandler’s supervisors, who were responsible for supervising junior 
personnel, routinely communicated off-channel using their personal devices.  In fact, senior 
leadership, managing directors, and department heads responsible for supervising junior 
personnel themselves failed to comply with Piper Sandler’s policies by communicating using 
non-Piper Sandler approved methods on their personal devices about Piper Sandler’s broker-
dealer and/or investment adviser business, as applicable. 
5. Piper Sandler’s widespread failure to implement a system reasonably expected to 
determine whether personnel were following its policies and procedures that prohibit such 
communications led to its failure to reasonably supervise its personnel within the meaning of 
Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the Advisers Act.  
6. During the time period that Piper Sandler failed to maintain and preserve off-
channel communications that its personnel sent and received related to Piper Sandler’s broker-
dealer business as such and investment adviser business, Piper Sandler received and responded to 
Commission subpoenas for documents and/or records requests in numerous Commission 
investigations.  As a result, Piper Sandler’s recordkeeping failures likely impacted the 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and is not 
binding on any other person or entity in this or any other proceeding.  

 
 
3 
Commission’s ability to carry out its regulatory functions and investigate violations of the 
federal securities laws across these investigations. 
7. Commission staff uncovered Piper Sandler’s misconduct after commencing a 
risk-based initiative to investigate the use of off-channel and unpreserved communications at 
broker-dealers.  Piper Sandler has initiated a review of its recordkeeping failures and begun a 
program of remediation.  As set forth in the Undertakings below, Piper Sandler will retain an 
independent compliance consultant to review and assess Piper Sandler’s remedial steps relating 
to Piper Sandler’s recordkeeping practices, policies and procedures, related supervisory 
practices, and employment actions. 
Respondent 
8. Piper Sandler & Co. is a Delaware corporation with its principal office in 
Minneapolis, Minnesota, and is registered with the Commission as a broker-dealer and 
investment adviser. 
Recordkeeping Requirements under the Exchange and Advisers Acts 
9. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 
authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 
advisers to make and keep for prescribed periods, and furnish copies of, such records as 
necessary or appropriate in the public interest, for the protection of investors or, with respect to 
the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act. 
10. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 
under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 
time that the records created in accordance with Commission rules, and certain other records 
produced by broker-dealers, or investment advisers, must be maintained and produced promptly 
to Commission representatives. 
11. The rules adopted under Section 17(a)(1) of the Exchange Act, including Rule 
17a-4(b)(4), require that broker-dealers preserve in an easily accessible place originals of all 
communications received and copies of all communications sent relating to the broker-dealer’s 
business as such.  These rules impose minimum recordkeeping requirements that are based on 
standards a prudent broker-dealer should follow in the normal course of business. 
12. The Commission previously has stated that these and other recordkeeping 
requirements “are an integral part of the investor protection function of the Commission, and 
other securities regulators, in that the preserved records are the primary means of monitoring 
compliance with applicable securities laws, including antifraud provisions and financial 
responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 
Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 
with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 
13. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 
204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of all 

 
 
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communications received and copies of all written communications sent relating to, among other 
things: (a) any recommendation made or proposed to be made and any advice given or proposed to 
be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 
execution of any order to purchase or sell any security; or (d) predecessor performance and the 
performance or rate of return of any or all managed accounts, portfolios, or securities 
recommendations. 
Piper Sandler’s Policies and Procedures 
14. Piper Sandler maintained certain policies and procedures designed to ensure the 
retention of business-related records, including electronic communications, in compliance with 
the relevant recordkeeping provisions.   
15. Starting in 2015, Piper Sandler issued to personnel corporate devices with mobile 
device management technology.  Piper Sandler personnel were advised that they were required to 
use the corporate issued devices for business communications, that the use of unapproved 
electronic communication methods, including on personal devices, was not permitted. 
16. Messages sent through Piper Sandler-approved communication methods were 
monitored, subject to review, and, when appropriate, archived.  Messages sent through 
unapproved communication methods, such as on personal devices, were not monitored, subject 
to review or, in most circumstances, archived. 
17. Piper Sandler’s policies were designed to address supervisors’ supervision of 
personnel training in Piper Sandler’s communications policies and adherence to Piper Sandler’s 
books and recordkeeping requirements.  Supervisory policies notified personnel that electronic 
communications were subject to surveillance by Piper Sandler.  Piper Sandler had procedures for 
all personnel, including supervisors, requiring annual self-attestations of compliance.  Piper 
Sandler also issued periodic policy reminders to personnel that covered a variety of topics such 
as electronic communications and social media policies. 
18. Piper Sandler, however, failed to implement a system to determine that all 
personnel, including supervisors, were reasonably following its policies.  Starting in 2015, Piper 
Sandler required personnel to use only corporate devices and approved communications methods 
for business communications.  However, Piper Sandler failed to implement sufficient monitoring 
to ensure that its recordkeeping and communications policies were being followed.  
Piper Sandler’s Recordkeeping Failures Across Its Businesses 
 
19. In September 2021, the Commission staff commenced a risk-based initiative to 
investigate whether broker-dealers were properly retaining business-related messages sent and 
received on personal devices.  Piper Sandler cooperated with the investigation by voluntarily 
gathering and reviewing written communications from the personal devices of a sampling of 
senior personnel.  These personnel included senior leadership at Piper Sandler, including Piper 
Sandler advisory personnel and individuals in senior leadership, such as managing directors and 
department heads. 

 
 
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20. The Commission staff’s investigation uncovered pervasive off-channel 
communications at various seniority levels of Piper Sandler’s broker-dealer and investment 
adviser businesses.  At the Staff’s request, Piper Sandler reviewed off-channel communications 
data from a sampling of its personnel and found that most individuals had engaged in at least 
some level of off-channel communications activity.  Overall, personnel sent and received 
numerous off-channel communications, involving other more junior Piper Sandler personnel, 
Piper Sandler clients, and other external contacts in the securities industry.  Within Piper 
Sandler, senior leadership participated in off-channel communications. 
21. From at least August 2019, Piper Sandler personnel sent and received off-channel 
communications that concerned the business of the broker-dealer.   
22. For example, from January 4, 2021 through December 31, 2021, a Piper Sandler 
department head exchanged numerous off-channel communications with at least twenty Piper 
Sandler colleagues and at least nine external contacts in the securities industry.  These messages 
related to the broker-dealer’s business as such. 
23. During this period, Piper Sandler’s investment adviser personnel sent and 
received off-channel communications that were subject to the record-keeping requirements of 
Advisers Act Rule 204-2. 
24. For example, in February and May 2021, Piper Sandler financial services 
personnel exchanged off-channel communications.  These messages discuss investment advice 
given or proposed to be given to investment advisory clients. 
Piper Sandler’s Failure to Preserve Required Records Potentially 
Compromised and Delayed Commission Matters 
25. Between August 2019 through the present, Piper Sandler received and responded 
to Commission subpoenas for documents and/or records requests in numerous Commission 
investigations.  By failing to maintain and preserve required records relating to its businesses, 
Piper Sandler likely deprived the Commission of these off-channel communications in various 
investigations. 

 
 
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Piper Sandler’s Violations and Failure to Supervise 
26. As a result of the conduct described above, from at least August 2019 through the 
date of this Order, Piper Sandler willfully
2
 violated Section 17(a) of the Exchange Act and Rule 
17a-4(b)(4) thereunder.   
27. As a result of the conduct described above, from at least August 2019 through the 
date of this Order, Piper Sandler willfully violated Section 204 of the Advisers Act and Rule 204-
2(a)(7) thereunder. 
28. As a result of the conduct described above, Piper Sandler failed reasonably to 
supervise its personnel with a view to preventing or detecting certain of its personnel’s aiding 
and abetting violations of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, 
within the meaning of Section 15(b)(4)(E) of the Exchange Act.  
29. As a result of the conduct described above, Piper Sandler failed reasonably to 
supervise its personnel with a view to preventing or detecting certain of its personnel’s aiding and 
abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within 
the meaning of Section 203(e)(6) of the Advisers Act. 
Piper Sandler’s Remedial Efforts 
30. In determining to accept the Offer, the Commission considered steps promptly 
undertaken by Piper Sandler before and after the Commission’s inquiry, and cooperation afforded 
the Commission staff.  Beginning in January 2015, Piper Sandler began to issue corporate mobile 
devices to personnel, which did not allow unapproved messaging applications (including 
iMessage).  The rollout of corporate mobile devices to U.S. personnel was largely complete by 
June 2017 and continues for new U.S. personnel. 
Undertakings 
31. Prior to this action, Respondent enhanced its policies and procedures, increased 
training concerning the use of approved communications methods, and began implementing 
changes to the technology available to personnel.  In addition, Respondent has undertaken to: 
 Independent Compliance Consultant. 
 
2
  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 
Section 203(e) of the Advisers Act “‘means no more than that the person charged with the duty 
knows what he is doing.’”  See Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting 
Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor 
“also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d 
Cir. 1965).  The decision in The Robare Group, Ltd. v. SEC, which construed the term 
“willfully” for purposes of a differently structured statutory provision, does not alter that 
standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish 
that a person has “willfully omit[ted]” material information from a required disclosure in 
violation of Section 207 of the Advisers Act).  

 
 
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a.  Piper Sandler shall retain, within thirty (30) days of the entry of this Order, the 
services of an independent compliance consultant (“Compliance Consultant”) that is not 
unacceptable to the Commission staff.  The Compliance Consultant’s compensation and 
expenses shall be borne exclusively by Piper Sandler. 
 
b.  Piper Sandler will oversee the work of the Compliance Consultant. 
 
c.  Piper Sandler shall provide to the Commission staff, within sixty (60) days of 
the entry of this Order, a copy of the engagement letter detailing the Compliance 
Consultant’s responsibilities, which shall include a comprehensive compliance review as 
described below.  Piper Sandler shall require that, within ninety (90) days of the date of 
the engagement letter, the Compliance Consultant conduct: 
 
i.  A comprehensive review of Piper Sandler’s supervisory, compliance, 
and other policies and procedures designed to ensure that Piper Sandler’s  
electronic communications, including those found on personal electronic devices, 
including without limitation, cellular phones (“Personal Devices”), are preserved 
in accordance with the requirements of the federal securities laws. 
 
ii.  A comprehensive review of training conducted by Piper Sandler to 
ensure Piper Sandler’s personnel are complying with the requirements regarding 
the preservation of electronic communications, including those found on Personal 
Devices, in accordance with the requirements of the federal securities laws, 
including by ensuring that Piper Sandler’s personnel certify in writing on a 
quarterly basis that they are complying with preservation requirements.  
 
iii.  An assessment of the surveillance program measures implemented by 
Piper Sandler to ensure compliance, on an ongoing basis, with the requirements 
found in the federal securities laws to preserve electronic communications, 
including those found on Personal Devices. 
 
iv.  An assessment of the technological solutions that Piper Sandler has 
begun implementing to meet the record retention requirements of the federal 
securities laws, including an assessment of the likelihood that Piper Sandler’s 
personnel will use the technological solutions going forward and a review of the 
measures employed by Piper Sandler to track personnel usage of any  
technological solutions.  
 
v.  An assessment of the measures used by Piper Sandler to prevent the 
use of unauthorized communications methods for business communications by 
personnel.  This assessment should include, but not be limited to, a review of 
Piper Sandler’s policies and procedures to ascertain if they provide for any 
significant technology and/or behavioral restrictions that help prevent the risk of 
the use of unapproved communications methods on Personal Devices (e.g., 
trading floor restrictions).   
 

 
 
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vi.  A review of Piper Sandler’s electronic communications surveillance 
routines to ensure that electronic communications through approved 
communications methods found on Personal Devices are incorporated into Piper 
Sandler’s overall communications surveillance program.   
 
vii.  A comprehensive review of the framework adopted by Piper Sandler 
to address instances of non-compliance by Piper Sandler’s personnel with Piper 
Sandler’s policies and procedures concerning the use of Personal Devices to 
communicate about Piper Sandler business in the past.  This review shall include 
a survey of how Piper Sandler determined which personnel failed to comply with 
Piper Sandler’s policies and procedures, the corrective action carried out, an 
evaluation of who violated policies and why, what penalties were imposed, and 
whether penalties were handed out consistently across business lines and seniority 
levels.   
 
d. Piper Sandler shall require that, within forty-five (45) days after completion of 
the review set forth in sub-paragraphs 31.c.i. through 31.c.vii. above, the Compliance 
Consultant shall submit a detailed written report of its findings to Piper Sandler and to the 
Commission staff (the “Report”).  Piper Sandler shall require that the Report include a 
description of the review performed, the names of the individuals who performed the 
review, the conclusions reached, the Compliance Consultant’s recommendations for 
changes in or improvements to Piper Sandler’s policies and procedures, and a summary 
of the plan for implementing the recommended changes in or improvements to Piper 
Sandler’s policies and procedures. 
 
e.  Piper Sandler shall adopt all recommendations contained in the Report within 
ninety (90) days of the date of the Report; provided, however, that within forty-five (45) 
days after the date of the Report, Piper Sandler shall advise the Compliance Consultant 
and the Commission staff in writing of any recommendations that Piper Sandler considers 
to be unduly burdensome, impractical, or inappropriate.  With respect to any 
recommendation that Piper Sandler considers unduly burdensome, impractical, or 
inappropriate, Piper Sandler need not adopt such recommendation at that time, but shall 
propose in writing an alternative policy, procedure, or disclosure designed to achieve the 
same objective or purpose. 
 
f.  As to any recommendation concerning Piper Sandler’s, policies or procedures 
on which Piper Sandler and the Compliance Consultant do not agree, Piper Sandler and 
the Compliance Consultant shall attempt in good faith to reach an agreement within sixty 
(60) days after the date of the Report.  Within fifteen (15) days after the conclusion of the 
discussion and evaluation by Piper Sandler and the Compliance Consultant, Piper Sandler 
shall require that the Compliance Consultant inform Piper Sandler and the Commission 
staff in writing of the Compliance Consultant’s final determination concerning any 
recommendation that Piper Sandler considers to be unduly burdensome, impractical, or 
inappropriate.  Piper Sandler shall abide by the determinations of the Compliance 
Consultant and, within sixty (60) days after final agreement between Piper Sandler and 
the Compliance Consultant or final determination by the Compliance Consultant, 

 
 
9 
whichever occurs first, Piper Sandler shall adopt and implement all of the 
recommendations that the Compliance Consultant deems appropriate. 
 
g.  Piper Sandler shall cooperate fully with the Compliance Consultant and shall 
provide the Compliance Consultant with access to such of Piper Sandler’s files, books, 
records, and personnel as are reasonably requested by the Compliance Consultant for 
review. 
 
h. Piper Sandler shall not have the authority to terminate the Compliance 
Consultant or substitute another compliance consultant for the initial Compliance 
Consultant, without the prior written approval of the Commission staff.  Piper Sandler 
shall compensate the Compliance Consultant and persons engaged to assist the 
Compliance Consultant for services rendered under this Order at its reasonable and 
customary rates. 
 
i.  For the period of engagement and for a period of two years from completion of 
the engagement, Piper Sandler shall not (i) retain the Compliance Consultant for any 
other professional services outside of the services described in this Order; (ii) enter into 
any other professional relationship with the Compliance Consultant, including any 
employment, consultant, attorney-client, auditing or other professional relationship; or 
(iii) enter, without prior written consent of the Commission staff, into any such 
professional relationship with any of the Compliance Consultant’s present or former 
affiliates, employers, directors, officers, employees, or agents acting in their capacity as 
such. 
 
j.  The Report submitted by the Compliance Consultant will likely include 
confidential financial, proprietary, competitive business or commercial information.  
Public disclosure of the Report could discourage cooperation, impede pending or 
potential government investigations or undermine the objectives of the reporting 
requirement.  For these reasons, among others, the Report and the contents thereof are 
intended to remain and shall remain non-public, except (1) pursuant to court order, (2) as 
agreed to by the parties in writing, (3) to the extent that the Commission determines in its 
sole discretion that disclosure would be in furtherance of the Commission’s discharge of 
its duties and responsibilities, or (4) as otherwise required by law. 
 
32. One-Year Evaluation.  Piper Sandler shall require the Compliance Consultant to 
assess Piper Sandler’s programs for the preservation, as required under the federal securities 
laws, of electronic communications, including those found on Personal Devices, commencing 
one year after submitting the Report required by Paragraph 31.d above.  Piper Sandler shall 
require this review to evaluate Piper Sandler’s progress in the areas described in Paragraph 
31.c.i-vii above.  After this review, Piper Sandler shall require the Compliance Consultant to 
submit a report (the “One Year Report”) to Piper Sandler and the Commission staff and shall 
ensure that the One Year Report includes an updated assessment of Piper Sandler’s policies and 
procedures with regard to the preservation of electronic communications (including those found 
on Personal Devices), training, surveillance programs, and technological solutions implemented 
in the prior year period.  

 
 
10 
33. Reporting Discipline Imposed.  For two years following the entry of this Order, 
Piper Sandler shall notify the Commission staff as follows upon the imposition of any discipline 
imposed by Piper Sandler, including, but not limited to, written warnings, loss of any pay, bonus, 
or incentive compensation, or the termination of employment, with respect to any personnel found 
to have violated Piper Sandler’s policies and procedures concerning the preservation of electronic 
communications, including those found on Personal Devices: at least 48 hours before the filing of a 
Form U-5, or within ten (10) days of the imposition of other discipline.   
34. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 
the One Year Report, Piper Sandler will also have its Internal Audit function conduct a separate 
audit(s) to assess Piper Sandler’s progress in the areas described in Paragraph 31.c.i-vii above.  
After completion of this audit(s), Piper Sandler shall ensure that Internal Audit submits a report to 
Piper Sandler and to the Commission staff. 
35. Recordkeeping.  Piper Sandler shall preserve, for a period of not less than six (6) 
years from the end of the fiscal year last used, the first two (2) years in an easily accessible place, 
any record of compliance with these undertakings. 
36. Deadlines.  For good cause shown, the Commission staff may extend any of the 
procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 
calendar days, except that if the last day falls on a weekend or federal holiday, the next business 
day shall be considered to be the last day. 
37. Certification.  Piper Sandler shall certify, in writing, compliance with the 
undertakings set forth above.  The certification shall identify the undertakings, provide written 
evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 
demonstrate compliance.  The Commission staff may make reasonable requests for further 
evidence of compliance, and Respondent agrees to provide such evidence.  The certifications and 
supporting material shall be submitted to Amy S. Cotter, Assistant Director, Division of 
Enforcement, Chicago Regional Office, Securities and Exchange Commission, 175 W. Jackson 
Blvd., Suite 1450, Chicago, IL 60604, or such other person as the Commission staff may request, 
with a copy to the Office of Chief Counsel of the Enforcement Division, no later than sixty (60) 
days from the date of the completion of the undertakings. 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 
203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 
 
B. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 

 
 
11 
 
C. Respondent is censured.  
 
D. Respondent shall comply with the undertakings enumerated in paragraphs 31 to 
37 above. 
  
 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $14,000,000 to the Securities and Exchange Commission 
for transfer to the general fund of the United States Treasury, subject to Exchange 
Act Section 21F(g)(3).  If timely payment is not made, additional interest shall 
accrue pursuant to 31 U.S.C.  § 3717.   
 
 Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Piper Sandler as the Respondent in these proceedings, and the file number of these proceedings; 
a copy of the cover letter and check or money order must be sent to Amy S. Cotter, Assistant 
Director, Division of Enforcement, Chicago Regional Office, Securities and Exchange 
Commission, 175 W. Jackson Blvd., Suite 1450, Chicago, IL 60604.   
 
 F. Amounts ordered to be paid as a civil money penalty pursuant to this Order shall 
be treated as a penalty paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

 
 
12 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action”  
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 100698 / August 14, 2024 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6649 / August 14, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21994 

 

 

In the Matter of 

 

Piper Sandler & Co., 

 

Respondent. 

 

ORDER INSTITUTING ADMINISTRATIVE AND 

CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C OF 

THE SECURITIES EXCHANGE ACT OF 1934 

AND SECTIONS 203(e) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-AND-

DESIST ORDER 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against Piper Sandler & Co. (“Piper Sandler” or “Respondent”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 

facts set forth in Section III below, acknowledges that its conduct violated the federal securities 

laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Sections 203(e) 

and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 

Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

 



 

 

2 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. The federal securities laws impose recordkeeping requirements on broker-dealers 

and registered investment advisers to ensure that they responsibly discharge their crucial role in 

our markets.  The Commission has long said that compliance with these requirements is essential 

to investor protection and the Commission’s efforts to further its mandate of protecting investors, 

maintaining fair, orderly, and efficient markets, and facilitating capital formation. 

2. These proceedings arise out of the widespread and longstanding failure of Piper 

Sandler personnel throughout the firm, including at senior levels, to adhere to certain of these 

essential requirements and the firm’s own policies.  Using their personal devices, these personnel 

communicated both internally and externally by text messages, and/or other unapproved written 

communications platforms (“off-channel communications”). 

3. From at least August 2019, Piper Sandler personnel sent and received off-channel 

communications that related to its broker-dealer business and, with respect to its investment 

advisory business, off-channel communications related to recommendations made or proposed to 

be made and advice given or proposed to be given.  Respondent did not maintain or preserve the 

substantial majority of these written communications.  Respondent’s failures were firm-wide and 

involved personnel at various levels of authority.  As a result, Piper Sandler violated Section 

17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder and Section 204 of the Advisers Act 

and Rule 204-2(a)(7) thereunder. 

4. Piper Sandler’s supervisors, who were responsible for supervising junior 

personnel, routinely communicated off-channel using their personal devices.  In fact, senior 

leadership, managing directors, and department heads responsible for supervising junior 

personnel themselves failed to comply with Piper Sandler’s policies by communicating using 

non-Piper Sandler approved methods on their personal devices about Piper Sandler’s broker-

dealer and/or investment adviser business, as applicable. 

5. Piper Sandler’s widespread failure to implement a system reasonably expected to 

determine whether personnel were following its policies and procedures that prohibit such 

communications led to its failure to reasonably supervise its personnel within the meaning of 

Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the Advisers Act.  

6. During the time period that Piper Sandler failed to maintain and preserve off-

channel communications that its personnel sent and received related to Piper Sandler’s broker-

dealer business as such and investment adviser business, Piper Sandler received and responded to 

Commission subpoenas for documents and/or records requests in numerous Commission 

investigations.  As a result, Piper Sandler’s recordkeeping failures likely impacted the 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and is not 

binding on any other person or entity in this or any other proceeding.  



 

 

3 

Commission’s ability to carry out its regulatory functions and investigate violations of the 

federal securities laws across these investigations. 

7. Commission staff uncovered Piper Sandler’s misconduct after commencing a 

risk-based initiative to investigate the use of off-channel and unpreserved communications at 

broker-dealers.  Piper Sandler has initiated a review of its recordkeeping failures and begun a 

program of remediation.  As set forth in the Undertakings below, Piper Sandler will retain an 

independent compliance consultant to review and assess Piper Sandler’s remedial steps relating 

to Piper Sandler’s recordkeeping practices, policies and procedures, related supervisory 

practices, and employment actions. 

Respondent 

8. Piper Sandler & Co. is a Delaware corporation with its principal office in 

Minneapolis, Minnesota, and is registered with the Commission as a broker-dealer and 

investment adviser. 

Recordkeeping Requirements under the Exchange and Advisers Acts 

9. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 

authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 

advisers to make and keep for prescribed periods, and furnish copies of, such records as 

necessary or appropriate in the public interest, for the protection of investors or, with respect to 

the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act. 

10. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 

under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 

time that the records created in accordance with Commission rules, and certain other records 

produced by broker-dealers, or investment advisers, must be maintained and produced promptly 

to Commission representatives. 

11. The rules adopted under Section 17(a)(1) of the Exchange Act, including Rule 

17a-4(b)(4), require that broker-dealers preserve in an easily accessible place originals of all 

communications received and copies of all communications sent relating to the broker-dealer’s 

business as such.  These rules impose minimum recordkeeping requirements that are based on 

standards a prudent broker-dealer should follow in the normal course of business. 

12. The Commission previously has stated that these and other recordkeeping 

requirements “are an integral part of the investor protection function of the Commission, and 

other securities regulators, in that the preserved records are the primary means of monitoring 

compliance with applicable securities laws, including antifraud provisions and financial 

responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 

Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 

with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 

13. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 

204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of all 



 

 

4 

communications received and copies of all written communications sent relating to, among other 

things: (a) any recommendation made or proposed to be made and any advice given or proposed to 

be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 

execution of any order to purchase or sell any security; or (d) predecessor performance and the 

performance or rate of return of any or all managed accounts, portfolios, or securities 

recommendations. 

Piper Sandler’s Policies and Procedures 

14. Piper Sandler maintained certain policies and procedures designed to ensure the 

retention of business-related records, including electronic communications, in compliance with 

the relevant recordkeeping provisions.   

15. Starting in 2015, Piper Sandler issued to personnel corporate devices with mobile 

device management technology.  Piper Sandler personnel were advised that they were required to 

use the corporate issued devices for business communications, that the use of unapproved 

electronic communication methods, including on personal devices, was not permitted. 

16. Messages sent through Piper Sandler-approved communication methods were 

monitored, subject to review, and, when appropriate, archived.  Messages sent through 

unapproved communication methods, such as on personal devices, were not monitored, subject 

to review or, in most circumstances, archived. 

17. Piper Sandler’s policies were designed to address supervisors’ supervision of 

personnel training in Piper Sandler’s communications policies and adherence to Piper Sandler’s 

books and recordkeeping requirements.  Supervisory policies notified personnel that electronic 

communications were subject to surveillance by Piper Sandler.  Piper Sandler had procedures for 

all personnel, including supervisors, requiring annual self-attestations of compliance.  Piper 

Sandler also issued periodic policy reminders to personnel that covered a variety of topics such 

as electronic communications and social media policies. 

18. Piper Sandler, however, failed to implement a system to determine that all 

personnel, including supervisors, were reasonably following its policies.  Starting in 2015, Piper 

Sandler required personnel to use only corporate devices and approved communications methods 

for business communications.  However, Piper Sandler failed to implement sufficient monitoring 

to ensure that its recordkeeping and communications policies were being followed.  

Piper Sandler’s Recordkeeping Failures Across Its Businesses 

 

19. In September 2021, the Commission staff commenced a risk-based initiative to 

investigate whether broker-dealers were properly retaining business-related messages sent and 

received on personal devices.  Piper Sandler cooperated with the investigation by voluntarily 

gathering and reviewing written communications from the personal devices of a sampling of 

senior personnel.  These personnel included senior leadership at Piper Sandler, including Piper 

Sandler advisory personnel and individuals in senior leadership, such as managing directors and 

department heads. 



 

 

5 

20. The Commission staff’s investigation uncovered pervasive off-channel 

communications at various seniority levels of Piper Sandler’s broker-dealer and investment 

adviser businesses.  At the Staff’s request, Piper Sandler reviewed off-channel communications 

data from a sampling of its personnel and found that most individuals had engaged in at least 

some level of off-channel communications activity.  Overall, personnel sent and received 

numerous off-channel communications, involving other more junior Piper Sandler personnel, 

Piper Sandler clients, and other external contacts in the securities industry.  Within Piper 

Sandler, senior leadership participated in off-channel communications. 

21. From at least August 2019, Piper Sandler personnel sent and received off-channel 

communications that concerned the business of the broker-dealer.   

22. For example, from January 4, 2021 through December 31, 2021, a Piper Sandler 

department head exchanged numerous off-channel communications with at least twenty Piper 

Sandler colleagues and at least nine external contacts in the securities industry.  These messages 

related to the broker-dealer’s business as such. 

23. During this period, Piper Sandler’s investment adviser personnel sent and 

received off-channel communications that were subject to the record-keeping requirements of 

Advisers Act Rule 204-2. 

24. For example, in February and May 2021, Piper Sandler financial services 

personnel exchanged off-channel communications.  These messages discuss investment advice 

given or proposed to be given to investment advisory clients. 

Piper Sandler’s Failure to Preserve Required Records Potentially 

Compromised and Delayed Commission Matters 

25. Between August 2019 through the present, Piper Sandler received and responded 

to Commission subpoenas for documents and/or records requests in numerous Commission 

investigations.  By failing to maintain and preserve required records relating to its businesses, 

Piper Sandler likely deprived the Commission of these off-channel communications in various 

investigations. 



 

 

6 

Piper Sandler’s Violations and Failure to Supervise 

26. As a result of the conduct described above, from at least August 2019 through the 

date of this Order, Piper Sandler willfully2 violated Section 17(a) of the Exchange Act and Rule 

17a-4(b)(4) thereunder.   

27. As a result of the conduct described above, from at least August 2019 through the 

date of this Order, Piper Sandler willfully violated Section 204 of the Advisers Act and Rule 204-

2(a)(7) thereunder. 

28. As a result of the conduct described above, Piper Sandler failed reasonably to 

supervise its personnel with a view to preventing or detecting certain of its personnel’s aiding 

and abetting violations of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, 

within the meaning of Section 15(b)(4)(E) of the Exchange Act.  

29. As a result of the conduct described above, Piper Sandler failed reasonably to 

supervise its personnel with a view to preventing or detecting certain of its personnel’s aiding and 

abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within 

the meaning of Section 203(e)(6) of the Advisers Act. 

Piper Sandler’s Remedial Efforts 

30. In determining to accept the Offer, the Commission considered steps promptly 

undertaken by Piper Sandler before and after the Commission’s inquiry, and cooperation afforded 

the Commission staff.  Beginning in January 2015, Piper Sandler began to issue corporate mobile 

devices to personnel, which did not allow unapproved messaging applications (including 

iMessage).  The rollout of corporate mobile devices to U.S. personnel was largely complete by 

June 2017 and continues for new U.S. personnel. 

Undertakings 

31. Prior to this action, Respondent enhanced its policies and procedures, increased 

training concerning the use of approved communications methods, and began implementing 

changes to the technology available to personnel.  In addition, Respondent has undertaken to: 

 Independent Compliance Consultant. 

 
2  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 

Section 203(e) of the Advisers Act “‘means no more than that the person charged with the duty 

knows what he is doing.’”  See Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting 

Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor 

“also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d 

Cir. 1965).  The decision in The Robare Group, Ltd. v. SEC, which construed the term 

“willfully” for purposes of a differently structured statutory provision, does not alter that 

standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish 

that a person has “willfully omit[ted]” material information from a required disclosure in 

violation of Section 207 of the Advisers Act).  



 

 

7 

a.  Piper Sandler shall retain, within thirty (30) days of the entry of this Order, the 

services of an independent compliance consultant (“Compliance Consultant”) that is not 

unacceptable to the Commission staff.  The Compliance Consultant’s compensation and 

expenses shall be borne exclusively by Piper Sandler. 

 

b.  Piper Sandler will oversee the work of the Compliance Consultant. 

 

c.  Piper Sandler shall provide to the Commission staff, within sixty (60) days of 

the entry of this Order, a copy of the engagement letter detailing the Compliance 

Consultant’s responsibilities, which shall include a comprehensive compliance review as 

described below.  Piper Sandler shall require that, within ninety (90) days of the date of 

the engagement letter, the Compliance Consultant conduct: 

 

i.  A comprehensive review of Piper Sandler’s supervisory, compliance, 

and other policies and procedures designed to ensure that Piper Sandler’s  

electronic communications, including those found on personal electronic devices, 

including without limitation, cellular phones (“Personal Devices”), are preserved 

in accordance with the requirements of the federal securities laws. 

 

ii.  A comprehensive review of training conducted by Piper Sandler to 

ensure Piper Sandler’s personnel are complying with the requirements regarding 

the preservation of electronic communications, including those found on Personal 

Devices, in accordance with the requirements of the federal securities laws, 

including by ensuring that Piper Sandler’s personnel certify in writing on a 

quarterly basis that they are complying with preservation requirements.  

 

iii.  An assessment of the surveillance program measures implemented by 

Piper Sandler to ensure compliance, on an ongoing basis, with the requirements 

found in the federal securities laws to preserve electronic communications, 

including those found on Personal Devices. 

 

iv.  An assessment of the technological solutions that Piper Sandler has 

begun implementing to meet the record retention requirements of the federal 

securities laws, including an assessment of the likelihood that Piper Sandler’s 

personnel will use the technological solutions going forward and a review of the 

measures employed by Piper Sandler to track personnel usage of any  

technological solutions.  

 

v.  An assessment of the measures used by Piper Sandler to prevent the 

use of unauthorized communications methods for business communications by 

personnel.  This assessment should include, but not be limited to, a review of 

Piper Sandler’s policies and procedures to ascertain if they provide for any 

significant technology and/or behavioral restrictions that help prevent the risk of 

the use of unapproved communications methods on Personal Devices (e.g., 

trading floor restrictions).   

 



 

 

8 

vi.  A review of Piper Sandler’s electronic communications surveillance 

routines to ensure that electronic communications through approved 

communications methods found on Personal Devices are incorporated into Piper 

Sandler’s overall communications surveillance program.   

 

vii.  A comprehensive review of the framework adopted by Piper Sandler 

to address instances of non-compliance by Piper Sandler’s personnel with Piper 

Sandler’s policies and procedures concerning the use of Personal Devices to 

communicate about Piper Sandler business in the past.  This review shall include 

a survey of how Piper Sandler determined which personnel failed to comply with 

Piper Sandler’s policies and procedures, the corrective action carried out, an 

evaluation of who violated policies and why, what penalties were imposed, and 

whether penalties were handed out consistently across business lines and seniority 

levels.   

 

d. Piper Sandler shall require that, within forty-five (45) days after completion of 

the review set forth in sub-paragraphs 31.c.i. through 31.c.vii. above, the Compliance 

Consultant shall submit a detailed written report of its findings to Piper Sandler and to the 

Commission staff (the “Report”).  Piper Sandler shall require that the Report include a 

description of the review performed, the names of the individuals who performed the 

review, the conclusions reached, the Compliance Consultant’s recommendations for 

changes in or improvements to Piper Sandler’s policies and procedures, and a summary 

of the plan for implementing the recommended changes in or improvements to Piper 

Sandler’s policies and procedures. 

 

e.  Piper Sandler shall adopt all recommendations contained in the Report within 

ninety (90) days of the date of the Report; provided, however, that within forty-five (45) 

days after the date of the Report, Piper Sandler shall advise the Compliance Consultant 

and the Commission staff in writing of any recommendations that Piper Sandler considers 

to be unduly burdensome, impractical, or inappropriate.  With respect to any 

recommendation that Piper Sandler considers unduly burdensome, impractical, or 

inappropriate, Piper Sandler need not adopt such recommendation at that time, but shall 

propose in writing an alternative policy, procedure, or disclosure designed to achieve the 

same objective or purpose. 

 

f.  As to any recommendation concerning Piper Sandler’s, policies or procedures 

on which Piper Sandler and the Compliance Consultant do not agree, Piper Sandler and 

the Compliance Consultant shall attempt in good faith to reach an agreement within sixty 

(60) days after the date of the Report.  Within fifteen (15) days after the conclusion of the 

discussion and evaluation by Piper Sandler and the Compliance Consultant, Piper Sandler 

shall require that the Compliance Consultant inform Piper Sandler and the Commission 

staff in writing of the Compliance Consultant’s final determination concerning any 

recommendation that Piper Sandler considers to be unduly burdensome, impractical, or 

inappropriate.  Piper Sandler shall abide by the determinations of the Compliance 

Consultant and, within sixty (60) days after final agreement between Piper Sandler and 

the Compliance Consultant or final determination by the Compliance Consultant, 



 

 

9 

whichever occurs first, Piper Sandler shall adopt and implement all of the 

recommendations that the Compliance Consultant deems appropriate. 

 

g.  Piper Sandler shall cooperate fully with the Compliance Consultant and shall 

provide the Compliance Consultant with access to such of Piper Sandler’s files, books, 

records, and personnel as are reasonably requested by the Compliance Consultant for 

review. 

 

h. Piper Sandler shall not have the authority to terminate the Compliance 

Consultant or substitute another compliance consultant for the initial Compliance 

Consultant, without the prior written approval of the Commission staff.  Piper Sandler 

shall compensate the Compliance Consultant and persons engaged to assist the 

Compliance Consultant for services rendered under this Order at its reasonable and 

customary rates. 

 

i.  For the period of engagement and for a period of two years from completion of 

the engagement, Piper Sandler shall not (i) retain the Compliance Consultant for any 

other professional services outside of the services described in this Order; (ii) enter into 

any other professional relationship with the Compliance Consultant, including any 

employment, consultant, attorney-client, auditing or other professional relationship; or 

(iii) enter, without prior written consent of the Commission staff, into any such 

professional relationship with any of the Compliance Consultant’s present or former 

affiliates, employers, directors, officers, employees, or agents acting in their capacity as 

such. 

 

j.  The Report submitted by the Compliance Consultant will likely include 

confidential financial, proprietary, competitive business or commercial information.  

Public disclosure of the Report could discourage cooperation, impede pending or 

potential government investigations or undermine the objectives of the reporting 

requirement.  For these reasons, among others, the Report and the contents thereof are 

intended to remain and shall remain non-public, except (1) pursuant to court order, (2) as 

agreed to by the parties in writing, (3) to the extent that the Commission determines in its 

sole discretion that disclosure would be in furtherance of the Commission’s discharge of 

its duties and responsibilities, or (4) as otherwise required by law. 

 

32. One-Year Evaluation.  Piper Sandler shall require the Compliance Consultant to 

assess Piper Sandler’s programs for the preservation, as required under the federal securities 

laws, of electronic communications, including those found on Personal Devices, commencing 

one year after submitting the Report required by Paragraph 31.d above.  Piper Sandler shall 

require this review to evaluate Piper Sandler’s progress in the areas described in Paragraph 

31.c.i-vii above.  After this review, Piper Sandler shall require the Compliance Consultant to 

submit a report (the “One Year Report”) to Piper Sandler and the Commission staff and shall 

ensure that the One Year Report includes an updated assessment of Piper Sandler’s policies and 

procedures with regard to the preservation of electronic communications (including those found 

on Personal Devices), training, surveillance programs, and technological solutions implemented 

in the prior year period.  



 

 

10 

33. Reporting Discipline Imposed.  For two years following the entry of this Order, 

Piper Sandler shall notify the Commission staff as follows upon the imposition of any discipline 

imposed by Piper Sandler, including, but not limited to, written warnings, loss of any pay, bonus, 

or incentive compensation, or the termination of employment, with respect to any personnel found 

to have violated Piper Sandler’s policies and procedures concerning the preservation of electronic 

communications, including those found on Personal Devices: at least 48 hours before the filing of a 

Form U-5, or within ten (10) days of the imposition of other discipline.   

34. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 

the One Year Report, Piper Sandler will also have its Internal Audit function conduct a separate 

audit(s) to assess Piper Sandler’s progress in the areas described in Paragraph 31.c.i-vii above.  

After completion of this audit(s), Piper Sandler shall ensure that Internal Audit submits a report to 

Piper Sandler and to the Commission staff. 

35. Recordkeeping.  Piper Sandler shall preserve, for a period of not less than six (6) 

years from the end of the fiscal year last used, the first two (2) years in an easily accessible place, 

any record of compliance with these undertakings. 

36. Deadlines.  For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 

calendar days, except that if the last day falls on a weekend or federal holiday, the next business 

day shall be considered to be the last day. 

37. Certification.  Piper Sandler shall certify, in writing, compliance with the 

undertakings set forth above.  The certification shall identify the undertakings, provide written 

evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 

demonstrate compliance.  The Commission staff may make reasonable requests for further 

evidence of compliance, and Respondent agrees to provide such evidence.  The certifications and 

supporting material shall be submitted to Amy S. Cotter, Assistant Director, Division of 

Enforcement, Chicago Regional Office, Securities and Exchange Commission, 175 W. Jackson 

Blvd., Suite 1450, Chicago, IL 60604, or such other person as the Commission staff may request, 

with a copy to the Office of Chief Counsel of the Enforcement Division, no later than sixty (60) 

days from the date of the completion of the undertakings. 

IV. 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 

203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 

 

B. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 



 

 

11 

 

C. Respondent is censured.  

 

D. Respondent shall comply with the undertakings enumerated in paragraphs 31 to 

37 above. 

  

 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $14,000,000 to the Securities and Exchange Commission 

for transfer to the general fund of the United States Treasury, subject to Exchange 

Act Section 21F(g)(3).  If timely payment is not made, additional interest shall 

accrue pursuant to 31 U.S.C.  § 3717.   

 

 Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Piper Sandler as the Respondent in these proceedings, and the file number of these proceedings; 

a copy of the cover letter and check or money order must be sent to Amy S. Cotter, Assistant 

Director, Division of Enforcement, Chicago Regional Office, Securities and Exchange 

Commission, 175 W. Jackson Blvd., Suite 1450, Chicago, IL 60604.   

 

 F. Amounts ordered to be paid as a civil money penalty pursuant to this Order shall 

be treated as a penalty paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 



 

 

12 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action”  

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 


	DB_OIP_FINAL
	UNITED_STATES_OF_AMERICA
	In_the_Matter_of
	Respondents.
	CC_requirements
	Report