UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: 

Goldman Sachs & Co. LLC, f/k/a 

Goldman Sachs & Co., 

Respondent. 

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CFTC Docket No. 22-40

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTION 6(c) AND (d) OF THE COMMODITY EXCHANGE ACT, MAKING 

FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from at least January 2016 to the present (“Relevant Period”), Goldman Sachs & Co. LLC 

(formerly known as Goldman Sachs & Co.) (“Goldman” or “Respondent”) violated, as set forth 

below, Sections 4g, 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Commodity Exchange 

Act (“Act”), 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Commission Regulations 

(“Regulations”) 1.31, 1.35, 23.201(a), 23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. 

§§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 166.3 (2021). Therefore, the

Commission deems it appropriate and in the public interest that public administrative

proceedings be, and hereby are, instituted to determine whether Respondent engaged in the

violations set forth herein and to determine whether any order should be issued imposing

remedial sanctions.

In anticipation of the institution of an administrative proceeding, Respondent has 

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Respondent admits the facts set forth in Section II below, acknowledges that its conduct violated 

the Act and Regulations and consents to the entry of this Order Instituting Proceedings Pursuant 

to Section 6(c) and (d) of the Commodity Exchange Act, Making Findings, and Imposing 

Remedial Sanctions (“Order”), and acknowledges service of this Order.1

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 Respondent agrees that the findings of fact and conclusions of law in this Order shall be taken as true and correct 

and be given preclusive effect without further proof in this proceeding and any other proceeding brought by the 

Commission or to which the Commission is a party or claimant, including but not limited to, a proceeding in 
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II. FINDINGS 

The Commission finds the following: 

A. SUMMARY 

 The Act and Regulations impose recordkeeping and supervision requirements on 

Commission registrants to ensure that they responsibly discharge their crucial role in our 

markets. Compliance with these requirements is essential to the Commission’s efforts to 

promote the integrity, resilience, and vibrancy of the U.S. derivatives markets through sound 

regulation. 

During the course of a Commission investigation into certain of Goldman’s trading, 

Commission staff became aware of Goldman employee use of unapproved communication 

methods for business conversations. As a result, the Commission subpoenaed the records of four 

Goldman traders. The communications produced by the traders in response to those subpoenas 

indicated that the traders frequently used non-Goldman-approved methods of communication, 

including text and WhatsApp, to communicate with other Goldman traders and with brokers. 

The communications also revealed that not just the four traders, but dozens more Goldman 

employees—including managing directors—conducted firm business via unapproved methods 

(including hundreds of text and WhatsApp messages). . 

Months later, after Commission staff notified Goldman that the Commission was aware 

of Goldman employee use of unapproved communication methods, Goldman began a separate 

review that demonstrated that the use of unapproved devices was a widespread and longstanding 

practice at Goldman, including by senior-level employees. 

The business-related communications conducted on unapproved communication methods 

during the Relevant Period were sent and received by Goldman employees and included 

messages related to Goldman’s business as a Commission registrant that were required to be 

maintained under Commission-mandated recordkeeping requirements. These written 

communications were generally not maintained and preserved by Goldman, and Goldman 

generally would not have been able to be furnish the communications promptly to a Commission 

representative if and when requested. As a result, Goldman violated, as set forth below, Sections 

4g, 4s(f)(1)(C), and 4s(g)(1) and (3) of the Act, 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), and 

Regulations 1.31, 1.35, 23.201(a), and 23.202(a)(1) and (b)(1), 17 C.F.R. §§ 1.31, 1.35, 

23.201(a), 23.202(a)(1), (b)(1) (2021). 

 In addition, the widespread use of unauthorized communication methods by Goldman’s 

employees to conduct firm business violated Goldman’s own policies and procedures, which 

prohibited such communications. Goldman did not maintain adequate internal controls with 

respect to business-related communications on unapproved communication methods. Because 

Goldman failed to implement a diligent supervisory system to ensure compliance with 

Commission recordkeeping requirements and the firm’s own policies and procedures, and 

 

bankruptcy or receivership. Respondent does not consent to the use of the Offer or this Order, or the findings or 

conclusions in this Order, by any other party in any other proceeding.
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because the widespread use of unauthorized communication methods resulted in the firm’s 

failure to maintain Commission-required records, Goldman failed to diligently supervise matters 

related to its business as a Commission registrant in violation of Section 4s(h)(1)(B) of the Act, 

7 U.S.C. § 6s(h)(1)(B), and Regulations 166.3 and 23.602(a), 17 C.F.R. §§ 166.3, 23.602(a) 

(2021), as set forth below. 

B. RESPONDENTS 

Goldman Sachs & Co. LLC (f/k/a Goldman Sachs & Co.) (“Goldman”) is a limited 

liability company with its main office in New York City. Goldman is registered with the 

Commission as a Futures Commission Merchant (“FCM”) and is provisionally registered with 

the Commission as a swap dealer.

C. FACTS 

In or about January 2021, during the course of a Commission investigation into certain of 

Goldman’s trading, Commission staff became aware of Goldman employee use of unapproved 

communication methods for business conversations. Consequently, Commission staff issued 

subpoenas to four Goldman swaps traders. The communications produced to the Commission by 

the traders in response to the subpoenas revealed hundreds of business communications taking 

place over unapproved communication methods, including communications involving a senior 

trader, who exchanged hundreds of off-channel messages with his subordinates on the desk and 

other Goldman employees, established a desk WhatsApp chat in April 2017 because, in his 

words, “Blackberrys are too tedious,” and told the desk, “Team chat, what is said on chat stays 

on chat.” 

Goldman was aware that the Commission intended to subpoena the communications of 

individual Goldman traders at least since January 2021. After January 2021, although Goldman 

took certain steps to remind its employees of the firm’s policies regarding unapproved 

communication methods, Goldman did not take steps sufficient to determine the breadth of its 

employees’ use of nonapproved communication methods or otherwise ensure that employee 

communications were captured by and maintained on Goldman-approved systems so that they 

could be monitored, reviewed, and archived. Because Goldman did not collect employee 

communications maintained on unapproved communication methods—including such messages 

maintained by the traders subpoenaed by the Commission—it would not have been able to 

promptly produce those records to the Commission if and when requested. 

Months later, after Commission staff notified Goldman that the Commission was aware 

of Goldman employee use of unapproved communication methods, Goldman began a separate 

review of the use of unapproved communications methods by its employees that demonstrated 

that there was widespread and longstanding use of unapproved communication methods by 

Goldman employees—including senior-level employees—to engage in firm business, including 

relating to trading in CFTC regulated derivatives markets. 

Importantly, during the Relevant Period, Goldman’s policies and procedures broadly 

prohibited employees from using unapproved methods, such as personal text messages and 

WhatsApp, to engage in business-related communications. 
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Messages sent through Goldman-approved communications methods were monitored, 

subject to review, and when appropriate, archived. By contrast, messages sent using unapproved 

communication methods, including over personal WhatsApp, email, and text messages, were 

generally not monitored, subject to review, or archived. 

As a result of Goldman’s failure to ensure that employees—including supervisors and 

senior-level employees—complied with the firm’s communications policies and procedures, 

Goldman failed to maintain hundreds if not thousands of business-related communications, 

including communications in connection with its commodities and swaps businesses, and thus 

failed diligently to supervise its businesses as Commission registrants. These supervision 

failures resulted in the widespread use of unapproved methods of communication by many 

Goldman employees in violation of the firm’s policies and procedures, as well as a widespread 

failure to maintain certain records required to be maintained pursuant to Commission 

recordkeeping requirements. 

An analysis, for example, of the four traders whose communications were the subject of 

Commission subpoenas in the investigation noted above illustrates the breadth of Goldman’s 

supervision and recordkeeping failures. An analysis of just those four custodians’ 

communications reveals the frequent use of unapproved methods to communicate with other 

Goldman traders and with brokers. Further, those four traders’ communications reveal that 

dozens more Goldman employees (including managing directors) conducted firm business on 

unapproved channels (including in hundreds of text and WhatsApp messages). 

Moreover, certain of these communications constituted records that were required to be 

kept pursuant to Commission recordkeeping requirements, and none of the communications were 

preserved and maintained by Goldman. Additionally, following regulatory requests discussed 

above concerning employee use of unapproved communication methods, Goldman’s analysis of 

employee communications (including a sample of employees who are associated persons of 

Goldman’s swap dealer) further confirmed that the misuse of personal devices was a widespread, 

longstanding problem. Further, Commission staff have informed Goldman that staff obtained 

communications from a third party that reflected Goldman employee use of unapproved 

communication methods for business conversations. 

Goldman’s recordkeeping and supervision failures were firm-wide and involved 

employees at all levels of authority. Moreover, employees’ use of unapproved communication 

methods was not hidden within the firm. To the contrary, certain supervisors—the very people 

responsible for supervising employees to prevent this misconduct—routinely communicated 

using unapproved methods on their personal devices. 
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III. LEGAL DISCUSSION 

A. Goldman’s Failure to Maintain Required Records in Violation of Sections 

4s(f)(1)(C) and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 

23.202(a)(1) and (b)(1) 

Section 4s(f)(1)(C) of the Act obligates swap dealers to keep “books and records of all 

activities related to its business as a swap dealer . . . in such form and manner and for such period 

as may be prescribed by the Commission by rule or regulation” and those books and records 

must be kept “open to inspection and examination by any representative of the Commission.” 

7 U.S.C. § 6s(f)(1)(C); see also Section 4s(g)(1) and (3) of the Act, 7 U.S.C. § 6s(g)(1), (3) 

(requiring swap dealers to keep daily trading and counterparty records). These statutes are 

implemented, among other places, at Regulations 23.201(a) and 23.202(a)(1) and (b)(1), 

17 C.F.R. §§ 23.201(a), 23.202(a)(1), (b)(1) (2021). 

Regulation 23.201(a) obligates a swap dealer to “keep full, complete, and systematic 

records, together with all pertinent data and memoranda, of all its swaps activities,” including 

“[r]ecords of each transaction, including all documents on which transaction information is 

originally recorded.” Regulation 23.202(a)(1) and (b)(1) requires, in relevant part, every swap 

dealer to keep daily trading records of all swaps and related cash and forward transactions it 

executes including, specifically, a record of oral and written communications provided or 

received concerning quotes, solicitations, bids, offers, instructions, trading, and prices that led to 

the execution of a swap transaction or the conclusion of a related cash or forward transaction. 

During the Relevant Period, as a result of the widespread employee use of unapproved 

communication methods, Goldman failed to maintain Commission-required transaction records 

and pre-execution communications. By this conduct, Goldman violated Sections 4s(f)(1)(C) and 

4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) and (b)(1). 

B. Goldman’s Failure to Keep Required Records in Violation of Section 4g of 

the Act and Regulation 1.35 

Section 4g of the Act requires FCMs and other registrants to create and keep books and 

records pertaining to transactions and positions in such form and manner and for such period as 

may be required by the Commission. 7 U.S.C. § 6g. Regulation 1.35(a)(1), 17 C.F.R. 

§ 1.35(a)(1) (2021), sets forth some of the books and records that are required to be created and 

maintained by FCMs. Specifically, an FCM must: 

(i) Keep full, complete, and systematic records . . . of all transactions relating to 

its business of dealing in commodity interests . . . which shall include all orders 

(filled, unfilled, or canceled), . . . and all other records, which have been prepared 

in the course of its business of dealing in commodity interests . . . . 

 

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(iii) Keep all oral and written communications provided or received concerning 

quotes, solicitations, bids, offers, instructions, trading, and prices that lead to the 

execution of a transaction in a commodity interest . . . whether transmitted by 
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telephone, voicemail, facsimile, instant messaging, chat rooms, electronic mail, 

mobile device, or other digital or electronic media . . . . 

With the exception of pre-trade communications, all such records are required to be “kept in a 

form and manner that allows for the identification of a particular transaction.” Regulation 

1.35(a)(5), 17 C.F.R. § 1.35(a)(5) (2021). 

As a result of the widespread use of unapproved methods of communication by firm 

employees, which communications were not preserved and maintained, Goldman failed to keep 

full, complete, and systematic records of all transactions relating to its business of dealing in 

commodity interests, in violation of Section 4g of the Act and Regulation 1.35.

C. Goldman’s Failure to Keep Records in Required Manner in Violation of 

Regulation 1.31 

Regulation 1.31(b)(4), 17 C.F.R. § 1.31(b)(4) (2021), requires that registrants keep all 

books and records that are required to be maintained under the Act and Regulations in such 

manner as to make them “readily accessible” for a period of two years for paper records and for 

the duration of the retention period for electronic records. Upon request of the Commission, all 

of these documents are required to be “promptly” produced. Regulation 1.31(d), 17 C.F.R. 

§ 1.31(d) (2021). Regulation 23.203(b)(1), 17 C.F.R. § 23.203(b)(1) (2021), requires that 

records required to be kept pursuant to Part 23 of the Regulations, be kept in accordance with 

Regulation 1.31, 17 C.F.R. § 1.31 (2021). 

By failing to keep all Commission-required records in such a manner as to make them 

“readily accessible,” Goldman violated Regulation 1.31. 

D. Goldman’s Failure to Supervise Diligently in Violation of Section 4s(h)(1)(B) 

of the Act and Regulation 23.602(a) 

Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), requires “diligent supervision of 

the business of the registered swap dealer[.]” Regulation 23.602(a) requires that each swap 

dealer “shall establish and maintain a system to supervise, and shall diligently supervise, all 

activities relating to its business performed by its partners, members, officers, employees, and 

agents (or persons occupying a similar status or performing a similar function).” 17 C.F.R. 

§ 23.602(a) (2021). The operative language of Regulation 23.602(a) is similar to the language of 

the Commission’s longstanding supervision regulation for futures and options, Regulation 166.3, 

17 C.F.R. § 166.3 (2021). 

Under Regulation 23.602(a), a violation is demonstrated by showing either that: (1) the 

registrant’s supervisory system was generally inadequate; or (2) the registrant failed to perform 

its supervisory duties diligently. See In re JPMorgan Chase Bank, N.A., CFTC No. 22-07, 2021 

WL 6098347, at *6 (Dec. 17, 2021) (consent order); see also In re Commerzbank AG, CFTC No. 

19-03, 2018 WL 5921385, at *10-11 (Nov. 8, 2018) (consent order) (noting textual similarities 

between Regulation 23.602 and Regulation 166.3, applying case law concerning Regulation 

166.3, and citing In re Murlas Commodities, Inc., CFTC No. 85-29, 1995 WL 523563, at *9 
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(Sept. 1, 1995), and In re Paragon Futures Assoc., CFTC No. 88-18, 1992 WL 74261, at *14 

(Apr. 1, 1992)); In re INTL FCStone Markets, LLC, CFTC No. 15-27, 2015 WL 4980321, at *3 

(Aug. 19, 2015) (consent order) (same). Either showing “alone is sufficient to establish a 

violation of the supervision requirement.” Commerzbank, 2018 WL 5921385, at *10 

(interpreting Regulation 23.602 in light of Regulation 166.3 precedents). No evidence of an 

underlying violation is necessary. In re Collins, CFTC No. 94-13, 1997 WL 761927, at *10 

(Dec. 10, 1997) (interpreting Regulation 166.3). Evidence of violations that “‘should be detected 

by a diligent system of supervision, either because of the nature of the violations or because the 

violations have occurred repeatedly,’ is probative of a failure to supervise.” See In re Bank of 

Nova Scotia, CFTC No. 20-26, 2020 WL 4926053, at *10 (Aug. 19, 2020) (consent order) 

(quoting In re Société Générale Int’l Ltd., CFTC No. 19-38, 2009 WL 4915485, at *7 (Sept. 30, 

2019) (consent order)). 

Goldman failed to supervise its swap dealer business activities diligently during the 

Relevant Period. Goldman failed to maintain an adequate supervisory system to ensure that 

employees did not utilize unapproved methods to engage in communications relating to firm 

business, including the swap dealer business. Goldman’s failure to supervise is demonstrated by 

its failure to detect, prevent, and remediate repeated violations of the Commission’s 

recordkeeping requirements and firm policies and procedures. Supervisory personnel failed to 

ensure that employees complied with Goldman’s Commission recordkeeping obligations and 

firm communications policies and, in some instances, themselves violated the policies. These 

supervision failures also resulted in the failure to keep and maintain Commission-required 

records and the failure to maintain the records in such a manner as to make them readily 

available. By this conduct, Goldman failed to supervise diligently its officers, employees, and 

agents, in violation of Section 4s(h)(1)(B) of the Act and Regulation 23.602(a).

E. Goldman’s Failure to Diligently Supervise in Violation of Regulation 166.3 

Regulation 166.3 states: 

Each Commission registrant, except an associated person who has no supervisory 

duties, must diligently supervise the handling by its partners, officers, employees 

and agents (or persons occupying a similar status or performing a similar 

function) of all commodity interest accounts carried, operated, advised or 

introduced by the registrant and all other activities of its partners, officers, 

employees and agents (or persons occupying a similar status or performing a 

similar function) relating to its business as a Commission registrant. 

17 C.F.R. § 166.3 (2021). 

A violation under Regulation 166.3 is an independent violation for which no underlying 

violation is necessary. See Collins, 1997 WL 761927, at *10. A violation of Regulation 166.3 is 

demonstrated by showing either that: (1) the registrant’s supervisory system was generally 

inadequate; or (2) the registrant failed to perform its supervisory duties diligently. Murlas 

Commodities, Inc., 1995 WL 523563, at *9; Sansom Refining Co. v. Drexel Burnham Lambert, 

Inc., CFTC No. 82-R448, 1990 WL 282783, at *11 (Feb. 16, 1990) (noting that, under 
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Regulation 166.3, registrants have “duty to develop procedures for the detection and deterrence 

of possible wrongdoing by [their] agents” (internal quotation omitted)); In re GNP Commodities, 

Inc., CFTC No. 89-1, 1992 WL 201158, at *17-19 (Aug. 11, 1992) (providing that, even if an 

adequate supervisory system is in place, Regulation 166.3 can still be violated if the supervisory 

system is not diligently administered); see also In re Rosenthall Collins Grp., LLC, CFTC No. 

12-18, 2012 WL 1242406, at *6 (Apr. 12, 2012) (consent order) (respondent failed to perform 

supervisory duties diligently by not following its compliance procedures that were in place). 

Evidence of violations that “should be detected by a diligent system of supervision, either 

because of the nature of the violations or because the violations have occurred repeatedly” is 

probative of a failure to diligently supervise. In re Paragon Futures Assoc., CFTC No. 88-18, 

1992 WL 74261, at *14 (Apr. 1, 1992) (“The focus of any proceeding to determine whether Rule 

166.3 has been violated will be on whether [a] review [has] occurred and, if it did, whether it was 

‘diligent.’”). 

Goldman failed to supervise its business as a Commission registrant by failing to 

maintain adequate supervisory systems to ensure that employees complied with Goldman’s 

Commission recordkeeping requirements and firm policies and procedures that prohibited 

business-related communications on unapproved methods of communication. The inadequacy of 

Goldman’s supervisory systems is demonstrated by the longstanding and repeated violations of 

Goldman’s Commission recordkeeping obligations and firm policies and procedures and the fact 

that the supervisory failures resulted in the repeated failure to maintain Commission-required 

records, to ensure that the required records were readily accessible, and that the records could be 

promptly produced upon request. By this conduct, Goldman failed to supervise diligently its 

officers, employees, and agents in violation of Regulation 166.3. 

IV. FINDINGS OF VIOLATIONS 

Based on the foregoing, the Commission finds that, during the Relevant Period, Goldman 

violated Sections 4g, 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6g, 

6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 1.35, 23.201(a), 23.202(a)(1) and 

(b)(1), 23.602(a), and 166.3, 17 C.F.R. §§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 

166.3 (2021). 

V. OFFER OF SETTLEMENT 

Goldman has submitted the Offer in which it: 

A. Acknowledges service of this Order; 

B. Admits the facts described in Section II above and acknowledges that its conduct violated 

the Act and Regulations; 

C. Admits the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission based 

on violation of or enforcement of this Order; 

D. Waives: 
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1. The filing and service of a complaint and notice of hearing; 

2. A hearing; 

3. All post-hearing procedures; 

4. Judicial review by any court; 

5. Any and all objections to the participation by any member of the Commission’s 

staff in the Commission’s consideration of the Offer; 

6. Any and all claims that they may possess under the Equal Access to Justice Act, 

5 U.S.C. § 504, and 28 U.S.C. § 2412, and/or the rules promulgated by the 

Commission in conformity therewith, Part 148 of the Regulations, 17 C.F.R. 

pt. 148 (2021), relating to, or arising from, this proceeding; 

7. Any and all claims that they may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, §§ 201–253, 110 

Stat. 847, 857–74 (codified as amended at 28 U.S.C. § 2412 and in scattered 

sections of 5 U.S.C. and 15 U.S.C.), relating to, or arising from, this proceeding; 

and 

8. Any claims of Double Jeopardy based on the institution of this proceeding or the 

entry in this proceeding of any order imposing a civil monetary penalty or any 

other relief, including this Order; 

E. Stipulates that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Goldman has consented in the Offer; 

F. Consents, solely on the basis of the Offer, to the Commission’s entry of this Order that: 

1. Makes findings by the Commission that Goldman violated Sections 4g, 

4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6g, 

6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 1.35, 23.201(a), 

23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. §§ 1.31, 1.35, 23.201(a), 

23.202(a)(1), (b)(1), 23.602(a), 166.3 (2021); 

2. Orders Goldman to cease and desist from violating Sections 4g, 4s(f)(1)(C), 

4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, and Regulations 1.31, 1.35, 23.201(a), 

23.202(a)(1) and (b)(1), 23.602(a), and 166.3; 

3. Orders Goldman to pay a civil monetary penalty in the amount of seventy-five 

million U.S. dollars ($75,000,000), plus post-judgment interest within fourteen 

days of the date of entry of this Order; and 

4. Orders Goldman and its successors and assigns to comply with the conditions and 

undertakings consented to in the Offer and as set forth in Part VI of this Order; and 
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G. Represents that Goldman has engaged in a review of certain recordkeeping failures and 

begun a program of remediation. 

Upon consideration, the Commission has determined to accept the Offer. 

VI. ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Goldman and its successors and assigns shall cease and desist from violating Sections 4g, 

4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6g, 6s(f)(1)(C), 

6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 1.35, 23.201(a), 23.202(a)(1) and (b)(1), 

23.602(a), and 166.3, 17 C.F.R. §§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 

166.3 (2021). 

B. Goldman shall pay a civil monetary penalty in the amount of seventy-five million US 

dollars ($75,000,000) (“CMP Obligation”), within fourteen days of the date of the entry 

of this Order. If the CMP Obligation is not paid in full within fourteen days of the date of 

entry of this Order, then post-judgment interest shall accrue on the CMP Obligation 

beginning on the date of entry of this Order and shall be determined by using the 

Treasury Bill rate prevailing on the date of entry of this Order pursuant to 28 U.S.C. 

§ 1961. 

Goldman shall pay the CMP Obligation and any post-judgment interest by electronic 

funds transfer, U.S. postal money order, certified check, bank cashier’s check, or bank 

money order. If payment is to be made other than by electronic funds transfer, then the 

payment shall be made payable to the Commodity Futures Trading Commission and sent 

to the address below:

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 

HQ Room 266 

Oklahoma City, OK 73169 

9-AMC-AR-CFTC@faa.gov 

 If payment is to be made by electronic funds transfer, Goldman shall contact Tonia King 

or her successor at the above email address to receive payment instructions and shall fully 

comply with those instructions. Goldman shall accompany payment of the CMP 

Obligation with a cover letter that identifies the paying Respondent and the name and 

docket number of this proceeding. Goldman shall simultaneously transmit copies of the 

cover letter and the form of payment to the Chief Financial Officer, Commodity Futures 

Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 

20581; 

C. Respondent and its successors and assigns shall comply with the following conditions 

and undertakings set forth in the Offer: 
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1. Goldman shall conduct: 

a. A comprehensive review of Goldman’s supervisory, compliance, and other 

policies and procedures designed to ensure that Goldman’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 Act, the Regulations, 

and Goldman’s policies and procedures. 

b. A comprehensive review of training conducted by Goldman 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 Act and the Regulations, and 

Goldman’s policies and procedures, including by ensuring that Goldman 

personnel certify in writing on a quarterly basis that they are complying with 

preservation requirements. 

c. An assessment of the surveillance program measures implemented by 

Goldman to ensure compliance, on an ongoing basis, with the requirements 

found in the Act, the Regulations, and Goldman’s policies and procedures to 

preserve electronic communications, including those found on Personal 

Devices. 

d. An assessment of the technological solutions that Goldman has begun 

implementing to meet the record retention requirements of the Act, the 

Regulations, and Goldman’s policies and procedures, including an assessment 

of the likelihood that Goldman personnel will use the technological solutions 

going forward and a review of the measures employed by Goldman to track 

employee usage of new technological solutions. 

e. An assessment of the measures used by Goldman 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 

the firm’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). 

f. A review of Goldman’s electronic communications surveillance routines to 

ensure that electronic communications through approved communications 

methods found on Personal Devices are incorporated into Goldman’s overall 

communications surveillance program. 

g. A comprehensive review of the framework adopted by Goldman to address 

instances of non-compliance by Goldman employees with Goldman’s policies 

and procedures concerning the use of Personal Devices to communicate about 
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Goldman business in the past. This review shall include a survey of how 

Goldman determined which employees failed to comply with Goldman 

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. 

2. Written Report of Findings: 

a. Within forty-five (45) days after completion of the review set forth in subparagraphs 1.a. through 1.g. above, Goldman shall submit a detailed written 

report of its findings to the Commission staff (the “Report”). The Report shall 

include a description of the review performed, the names of the individuals 

who performed the review, the conclusions reached, and a summary of the 

plan for implementing the recommended changes in or improvements to 

Goldman’s policies and procedures. 

b. Goldman shall adopt all recommendations contained in the Report within one 

hundred and thirty-five (135) days of the date of the Report. 

c. The Report will likely include confidential financial, proprietary, competitive 

business or commercial information. Public disclosure of the reports could 

discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement. For 

these reasons, among others, the reports 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) is otherwise 

required by law. 

3. One-Year Evaluation: Goldman shall assess its program for the preservation, as 

required under the Act, Regulations, and Goldman’s policies and procedures, of 

electronic communications, including those found on Personal Devices, commencing 

one year after submitting the Report required by Paragraph 2.a. above. Goldman 

shall require this review to evaluate Goldman’s progress in the areas described in 

Paragraph 1.a. through 1.g. above. After this review, Goldman shall submit a report 

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

Report includes an updated assessment of Goldman’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. 

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

Goldman shall notify the Commission staff as follows upon the imposition of any 

discipline imposed by Goldman, including, but not limited to, written warnings, loss 
13 

of any pay, bonus, or incentive compensation, or the termination of employment, with 

respect to any employee found to have violated Goldman’s policies and procedures 

concerning the preservation of electronic communications, including those found on 

Personal Devices: (1) at least 48 hours before the filing of a Form 8-T; or (2) within 

ten (10) days of the imposition of other discipline. 

5. Recordkeeping: Goldman 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. 

6. Public Statements: Goldman agrees that neither it nor any of its successors and 

assigns, agents or employees under their authority or control shall take any action or 

make any public statement denying, directly or indirectly, any findings or conclusions 

in this Order or creating, or tending to create, the impression that this Order is without 

a factual basis; provided, however, that nothing in this provision shall affect 

Goldman’s: (1) testimonial obligations; or (2) right to take legal positions in other 

proceedings to which the Commission is not a party. Goldman and its successors and 

assigns shall comply with this agreement, and shall undertake all steps necessary to 

ensure that all of their agents and/or employees under their authority or control 

understand and comply with this agreement. 

7. Cooperation, in General: Goldman shall cooperate fully and expeditiously with the 

Commission, including the Commission’s Division of Enforcement, in this action, 

and in any current or future Commission investigation or action related thereto. 

Respondents shall also cooperate in any investigation, civil litigation, or 

administrative matter related to, or arising from, the subject matter of this action. 

8. Partial Satisfaction: Goldman understands and agrees that any acceptance by the 

Commission of any partial payment of Goldman’s CMP Obligation shall not be 

deemed a waiver of its obligation to make further payments pursuant to this Order, or 

a waiver of the Commission’s right to seek to compel payment of any remaining 

balance. 

9. Deadlines: For good cause shown, Division staff may extend any of the procedural 

dates relating to the undertakings. Unless otherwise specified, 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. 

10. Change of Address/Phone: Until such time as Goldman satisfies in full its their CMP 

Obligation as set forth in this Order, Goldman shall provide written notice to the 

Commission by certified mail of any change to its telephone numbers and mailing 

addresses within ten calendar days of the change. 

The provisions of this Order shall be effective as of this date. 
14 

By the Commission. 

_________________________________ 

Robert N. Sidman 

Deputy Secretary of the Commission 

Commodity Futures Trading Commission 

Dated: September 27, 2022