UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99503 / February 9, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21852

In the Matter of

Oppenheimer & Co. Inc.,

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASEAND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 

21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, 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”) against Oppenheimer & Co. Inc. (“Oppenheimer” 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, Making Findings, 

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

III.

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

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

binding on any other person or entity in this or any other proceeding. 
2 

Summary

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

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 

employees throughout Oppenheimer, including at senior levels, to adhere to certain of these 

essential requirements and Oppenheimer’s own policies. Using their personal devices, these 

employees communicated both internally and externally by personal text messages, and, in the 

case of at least one employee, WhatsApp (“off-channel communications”). 

3. From at least January 2020, Oppenheimer employees sent and received offchannel communications that related to the business of the broker-dealer. Respondent did not 

maintain or preserve the substantial majority of these written communications. Respondent’s 

failure was firm-wide and involved employees at all levels of authority. As a result, 

Oppenheimer violated Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. 

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

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

management, managing directors, and other Oppenheimer employees across the firm responsible 

for supervising junior employees themselves failed to comply with Oppenheimer’s policies by 

communicating using non-Oppenheimer approved methods on their personal devices about 

Oppenheimer’s broker-dealer business. 

5. Oppenheimer’s widespread failure to implement its policies and procedures that 

prohibit such communications led to its failure to reasonably supervise its employees within the 

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

6. During the time period that Oppenheimer failed to maintain and preserve offchannel communications its employees sent and received related to the broker-dealer business, 

Oppenheimer received and responded to Commission subpoenas for documents and records 

requests in numerous Commission investigations. As a result, Oppenheimer recordkeeping 

failures likely impacted the Commission’s ability to carry out its regulatory functions and 

investigate violations of the federal securities laws across these investigations. 

7. Commission staff uncovered Oppenheimer’s misconduct after commencing a 

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

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

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

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

to its recordkeeping practices, policies and procedures, related supervisory practices, and 

employment actions. 
3 

Respondent

8. Oppenheimer is a New York corporation with its principal office in New York, 

New York. It is registered with the Commission as a broker-dealer and investment adviser. 

Recordkeeping Requirements Under the Exchange Act

9. Section 17(a)(1) of the Exchange Act authorizes the Commission to issue rules 

requiring broker-dealers 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 

otherwise in furtherance of the purposes of the Exchange Act. 

10. The Commission adopted Rule 17a-4 pursuant to this authority. This rule

specifies the manner and length of time that the records created in accordance with Commission

rules, and certain other records produced by broker-dealers, 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 brokerdealer’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). 

Oppenheimer’s Policies and Procedures

13. Oppenheimer maintained certain policies and procedures designed to ensure the 

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

the relevant recordkeeping provisions. 

14. Oppenheimer employees were advised that the use of unapproved electronic 

communications methods, including on their personal devices, was not permitted, and they 

should not use personal email, chats or text messaging applications for business purposes, or 

forward work-related communications to unapproved applications on their personal devices. 

15. Messages sent through firm-approved communications methods were monitored, 

subject to review, and archived. Messages sent through unapproved communications methods, 

such as WhatsApp and those sent from unapproved applications on personal devices, were not 

monitored, subject to review, or archived. 
4 

16. Firm policies were designed to address supervisors’ supervision of employees’ 

training in the firm’s communications policies and adherence to Oppenheimer’s books and 

recordkeeping requirements. Oppenheimer had procedures for all employees, including 

supervisors, requiring annual self-attestation of compliance. 

17. Oppenheimer, however, failed to implement a system of follow-up and review to 

determine that supervisors and employees were reasonably following Oppenheimer’s policies. 

While permitting employees to use approved communications methods, including on personal 

phones, for business communications, Oppenheimer failed to implement sufficient monitoring to 

assure that its recordkeeping and communications policies were being followed. 

Oppenheimer’s Recordkeeping Failures Across Its Brokerage Business

18. 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. Oppenheimer cooperated with the investigation by voluntarily 

interviewing a sampling of senior personnel and gathering and reviewing messages found on the 

individuals’ personal devices. These personnel included senior leadership, such as managing 

directors and desk heads. 

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

communications at all seniority levels of Oppenheimer’s broker-dealer. The investigation 

determined that nearly all broker-dealer personnel sampled had engaged in at least some level of 

off-channel communications. Overall, these personnel sent and received numerous off-channel 

communications, involving other Oppenheimer personnel, Oppenheimer broker-dealer

customers, and other participants in the securities industry. Within Oppenheimer, significant 

numbers of managing directors and desk heads participated in off-channel communications. 

20. From at least January 2020, Oppenheimer personnel sent and received off-channel

messages that concerned the broker-dealer’s business. 

21. For example, a senior executive exchanged numerous off-channel businessrelated messages with at least 60 Oppenheimer colleagues, including over a dozen he supervised, 

and a registered representative of an investment adviser. In a single year, the senior executive’s 

off-channel communications included over a hundred communications related to Oppenheimer’s 

business as a broker-dealer.

22. In addition, a managing director exchanged over a hundred off-channel text 

messages related to Oppenheimer’s business as a broker-dealer over a roughly one-year period. 

He exchanged messages with at least 15 Oppenheimer colleagues, three employees of other 

broker-dealers or investment advisers, and five customers. 

23. Furthermore, a managing director used iMessage to communicate with other 

Oppenheimer employees in over a hundred messages over a roughly one-year period. In at least 

two instances, the managing director also used WhatsApp to communicate with a third party about 

a securities transaction they were both facilitating. These messages related to the broker-dealer’s 

business as such. 
5 

Oppenheimer’s Failure to Preserve Required Records Potentially

Compromised and Delayed Commission Matters

24. Between January 2020 and October 2022, Oppenheimer received and responded 

to Commission subpoenas for documents and records requests in numerous Commission 

investigations. By failing to maintain and preserve required records relating to its broker-dealer 

business, Oppenheimer likely deprived the Commission of these off-channel communications in 

various investigations. 

Oppenheimer’s Violations and Failure to Supervise

25. As a result of the conduct described above, from at least January 2020 through the 

date of this Order, Oppenheimer willfully2

 violated Section 17(a) of the Exchange Act and Rule 

17a-4(b)(4) thereunder, which require broker-dealers to preserve for at least three years originals 

of all communications received and copies of all communications sent relating to its business as 

such. 

26. As a result of the conduct described above, from at least January 2020 through the 

date of this Order, Oppenheimer failed reasonably to supervise its employees with a view to 

preventing or detecting certain of its employees’ 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. 

Oppenheimer’s Remedial Efforts

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

undertaken and cooperation afforded the Commission staff by Oppenheimer. Prior to and after 

being approached by Commission staff, Oppenheimer revised its policies and procedures relating 

to retention of off-channel communications. 

Undertakings

28. Prior to this action, Oppenheimer enhanced its policies and procedures, and

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

implementing significant changes to the technology available to employees. In addition, 

Oppenheimer has undertaken to: 

29. Independent Compliance Consultant. 

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

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

2

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

“‘means no more than that the person charged with the duty knows what he is doing.’” 

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). 
6

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

expenses shall be borne exclusively by Oppenheimer.

b. Oppenheimer will oversee the work of the Compliance Consultant.

c. Oppenheimer 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. Oppenheimer shall require that, within ninety (90) days of the date of 

the engagement letter, the Compliance Consultant conduct:

i. A comprehensive review of Oppenheimer’s supervisory, compliance, 

and other policies and procedures designed to ensure that Oppenheimer’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 Oppenheimer to 

ensure 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 Oppenheimer 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 

Oppenheimer 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 Oppenheimer has 

begun implementing to meet the record retention requirements of the federal 

securities laws, including an assessment of the likelihood that Oppenheimer

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

measures employed by Oppenheimer to track employee usage of new 

technological solutions. 

v. An assessment of the measures used by Oppenheimer to prevent the 

use of unauthorized communications methods for business communications by 

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

Oppenheimer’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). 

vi. A review of Oppenheimer’s electronic communications surveillance 

routines to ensure that electronic communications through approved 
7

communications methods found on Personal Devices are incorporated into 

Oppenheimer’s overall communications surveillance program. 

vii. A comprehensive review of the framework adopted by Oppenheimer

to address instances of non-compliance by Oppenheimer employees with 

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

communicate about Oppenheimer business in the past. This review shall include 

a survey of how Oppenheimer determined which employees failed to comply with 

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

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

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

Commission staff (the “Report”). Oppenheimer 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 Oppenheimer’s policies and procedures, and a summary 

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

Oppenheimer’s policies and procedures.

e. Oppenheimer 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 Report, Oppenheimer shall advise the Compliance Consultant and 

the Commission staff in writing of any recommendations that Oppenheimer considers to 

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

recommendation that Oppenheimer considers unduly burdensome, impractical, or 

inappropriate, Oppenheimer 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 Oppenheimer’s policies or procedures 

on which Oppenheimer and the Compliance Consultant do not agree, Oppenheimer 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 Oppenheimer and the Compliance Consultant, Oppenheimer

shall require that the Compliance Consultant inform Oppenheimer and the Commission 

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

recommendation that Oppenheimer considers to be unduly burdensome, impractical, or 

inappropriate. Oppenheimer shall abide by the determinations of the Compliance 

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

the Compliance Consultant or final determination by the Compliance Consultant, 

whichever occurs first, Oppenheimer shall adopt and implement all of the 

recommendations that the Compliance Consultant deems appropriate.
8 

g. Oppenheimer shall cooperate fully with the Compliance Consultant and shall 

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

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

review.

h. Oppenheimer 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. Oppenheimer 

shall compensate the Compliance Consultant and persons engaged to assist the 

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

customary rates.

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

the engagement, Respondent 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 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. 

30. One-Year Evaluation. Oppenheimer shall require the Compliance Consultant to 

assess Oppenheimer’s program 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 29.d above. Oppenheimer shall require this 

review to evaluate Oppenheimer’s progress in the areas described in Paragraph 29.c.i-vii above. 

After this review, Oppenheimer shall require the Compliance Consultant to submit a report (the 

“One Year Report”) to Oppenheimer and the Commission staff and shall ensure that the One 

Year Report includes an updated assessment of Oppenheimer’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. 

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

Oppenheimer shall notify the Commission staff as follows upon the imposition of any discipline 
9 

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

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

to have violated Oppenheimer’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. 

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

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

audit(s) to assess Oppenheimer’s progress in the areas described in Paragraph 29.c.i-vii above. 

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

Oppenheimer and to the Commission staff.

33. Recordkeeping. Oppenheimer 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. 

34. 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.

35. Certification. Oppenheimer 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 certification and 

supporting material shall be submitted to Alison R. Levine, Assistant Regional Director, 

Division of Enforcement, New York Regional Office, Securities and Exchange Commission, 100 

Pearl Street, Suite 20-100, New York, NY, 10004-2616, 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, 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 is censured. 
10

C. Respondent shall comply with the undertakings enumerated in paragraphs 28 to

35 above.

D. Respondent shall pay civil penalties of $12,000,000 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). 

Payment shall be made in the following installments: 

1. Due within 14 days of the entry of this Order: $3,000,000; 

2. Due within 90 days of the entry of this Order: $3,000,000; 

3. Due within 135 days of the entry of this Order: $3,000,000; and 

4. The remainder within 180 days after the entry of this Order. 

Payment shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. 

§ 3717. Prior to making the final payment set forth herein, Respondent shall contact the staff of 

the Commission for the amount due. If Respondent fails to make any payment by the date 

agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 

payments under this Order, including post-order interest, minus any payments made, shall 

become due and payable immediately at the discretion of the staff of the Commission without 

further application to the Commission.

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 

Oppenheimer 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 Thomas P. Smith, Jr.,

Associate Regional Director, Securities and Exchange Commission, 100 Pearl Street, Suite 20-

100, New York, New York 10004-2616. 
11

E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties 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 

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