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Selling away in the U.S. securities brokerage industry is the inappropriate practice of an investment professional (such as a registered representative, stockbroker, or financial adviser) who sells, or solicits the sale of, securities not held or offered by the brokerage firm with which he is associated (affiliated).〔http://www.investopedia.com/terms/s/sellingaway.asp〕 An example of the term expressed in a sentence is, "The broker was selling investments away from the firm." Brokers marketing securities must have obtained the appropriate securities licenses for various types of investments. Brokers in the U.S. may be "associated" with only one Brokerage firm and they obtain such licenses or "series" by passing standardized Financial Industry Regulatory Authority (FINRA) exams such as the Series 6 or Series 7 exam. See List of Securities Examinations for types of securities licenses in the U.S. More specifically, selling away describes the situation where the transaction or securities in question are not approved for sale by the firm, they are not on the firm’s approved product list. The approved product list identifies the types of securities and investments that are approved for brokers to sell after the securities have been subjected to the brokerage firm's due diligence process which includes receiving the necessary risk and compliance department reviews and approvals, and so forth. Selling away often involves investment securities that are in the form of a private placement or other non-public investment,〔 though not always. Sometimes a transaction may not be an obvious or apparent 'investment' or security. Selling away may not always be deliberate or intentional or with even intent to deceive an investor, but in many cases, the broker knew what he or she was doing. Selling away is often associated with a broker's other ("outside") business activities (those other businesses or activities that a broker conducts outside or separate from his/her securities brokerage activities.) Selling away situations result from a broker's desire to not pass up on earning a commission on an investment his client is willing to buy, and further, to not have to share any of the commission with his/her associated firm. Selling away schemes are particularly dangerous for investors because they usually end up becoming victims of theft, securities fraud, or some other loss related to the investment. These schemes also often involve the sale of promissory notes which are essentially loan investments wherein the borrower promises to pay investors high interest rates in exchange for the loan amount from the investor. Once the investor (client) pays the money, the borrower sooner or later stops (or never begins) paying interest payments and the client’s investment vanishes.〔http://www.dossfirm.com/lawyer-attorney-1420905.html〕 ==Securities regulations; liability of the brokerage firm== Generally, selling away is a violation of securities regulations and the firm's compliance procedures by which its brokers must abide. Further, such "outside" investments may be in themselves fraudulent. The regulatory basis for selling away cases is found in NASD rule 3040 and FINRA rule 3270 (formerly NASD rule 3030). Rule 3270 provides that a brokerage firm adviser may not engage in any outside business activity unless he has provided prompt written notice to his or her brokerage firm. Rule 3040 provides that a brokerage firm adviser must not engage in private securities transactions (that is, selling away) and states the procedures that a brokerage firm must follow to approve of such investments. Once approved, the brokerage firm must supervise these private securities transactions. Brokers are cautioned by FINRA in their Registered Representative brochure about practices that could violate securities regulations, including selling away. "Selling away (NASD Rule 3040)—Selling securities without processing the order through your firm and without your firm's permission or knowledge is a violation of FINRA rules. Even products that you may not consider to be securities, such as leasing arrangements or promissory notes, may be securities under federal or state law. Check with your firm before engaging in any securities transactions for any purpose."〔http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Brochure/P009869〕 Usually the firm has no knowledge of such sales and activities. The question then becomes whether the brokerage firm "should have known" of the outside sales and activities. Robert Lowry, a securities law expert, suggests that the brokerage firm must demonstrate three things to prove it is not liable. First, that the firm has a reasonable supervisory system in place. Second, that the firm implemented its procedures in a reasonable fashion. Third, that the firm vigorously investigated red flags, which would have been any suggestion of irregularity or unusual trading activity, including client complaints and disciplinary actions by a securities regulator. Lawyers for clients, on the other hand, must demonstrate that the brokerage firm essentially failed to execute properly on one or more of the three foregoing points, i.e., failed to establish and/or failed to implement reasonable supervisory procedures, or failed to properly follow-up on red flags. Robert Lowry suggests that client lawyers provide illustrations of how the brokerage firm's supervision fell through the cracks, thereby causing the client harm. A survey of some NASD/FINRA disciplinary actions illustrates the broad scope of not only the types of investments that are "sold away" but also the types of brokerage firms. In one example, an adviser from Summit Capital Investment Group convinced 25 clients to invest in a fraudulent pay phone leasing deal. In another example, a rep from Linsco/Private Ledger Corporation (now rebranded LPL Financial) convinced clients to invest in a limited liability company (LLC) investing in real estate. Another example involved a PaineWebber rep who convinced clients to invest in an IPO trading program that was run by an outside entity. These are just some examples of selling away cases, for which the brokerage firm, while not knowing of the sales, may still be held responsible, even if only in part.〔http://www.financialcounsel.com/Articles/Investment/ARTINV0000245-SellingAway.asp〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Selling away」の詳細全文を読む スポンサード リンク
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