by Howard Haykin

Lona Nanna agreed to pay a $10K fine and to serve a 6-month suspension to settle FINRA charges that she failed to amend an individual’s Form U4 to disclose 3 outside business activities within 30 days after becoming aware of them.

BACKGROUND.    Nanna, a resident of Phoenix, AZ, had 30 years’ experience with 2 firms – all but one year with Lawson Financial Corporation (“LFC”). Having started in 1988, she worked for Lawson Financial until January 2017 - i.e., when the firm was expelled by FINRA. During her time with LFC, Nanna served as LFC's FinOp, CFO and Treasurer - and held the Series 27 (FinOps Principal), Series 6 (Investment Co’y Products and Variable Contracts Rep), and Series 52 (Muni Securities Rep) licenses. 

Nanna was previously disciplined by FINRA (December 2003 – AWC #C3A20030052) for having failed to promptly amend the Form U4 for 6 registered reps, for having filed reports that contained inaccurate description of the complaint allegations, and for having filed reports that identified the wrong registered person. To settle those charges, Nanna was fined $17.5K jointly and severally (presumably sharing the expense with the firm and/or relevant registered individuals).

Nanna currently is not associated with another FINRA member firm.

FINRA FINDINGS.    From 2009 through 2016, Nanna was the individual at LFC who was responsible for Form U4 filings and amendments for all of the firm's Registered Reps, including its CEO, Robert Lawson.

During this period, Robert Lawson engaged in 3 outside business activities that Nanna knew about but did not timely disclose on Robert Lawson's Form U4: (i) the WP Trust; (ii) Westminster Development Properties, LLC; and, (iii) Gables Development Group, LLC).

All 3 outside business activities were involved in fraudulent activity by LFC and Robert Lawson concerning 4 municipal bond offerings that were the focus of a FINRA investigation. That exam resulted in a formal disciplinary proceeding that began in May 2016 – and concluded in January 2017 - with LFC being expelled and Robert Lawson being barred from the industry.

Nanna filed the required amendments years later:

• Though Lawson had served as trustee of the WP Trust from 2008, Nanna did not update his U4 for this activity until 2016.
• Though Lawson formed Westminster in 2012, Nanna did not update his U4 for this activity until 2015.
• Though Gables was formed in 1998 and Lawson was identified as its President (and Nanna helped file Gables’ Articles of Organization with the state that same year), Nanna did not update his U4 for this activity until 2015.

FINANCIALISH TAKE AWAYS.    Notwithstanding the fact that her registrations were cancelled and that she was fined $10,000 and handed a 6-month suspension, it seems as though Nanna got off relatively easy. Her long-term defiance – i.e., intentional non-filings – don't seem to be reflected in the sanctions. 

• Wasn't her multiple failures to update Lawson's Form U4 "willful" acts?
• Didn't her similar violations 14 years earlier prove that, as a “repeat offender,” she deserved to be suspended for a year? Or even barred?

Though FINRA does not provide all relevant details in its settlement order, here’s one possible guess:

Nanna pleaded that, while she had failed to update Lawson’s Form U4, at no time had she known about the fraudulent activities of Lawson’s outside activities. Without further evidence to the contrary, perhaps FINRA’s hands were tied and its “merciful” sanctions were defined by the regulator's Sanctions Guidelines.

So much for “If you see something, say something.” It just doesn’t happen.

This case was reported in FINRA Disciplinary Actions for October 2017.

For details on this case, go to ...  FINRA Disciplinary Actions Online, and refer to Case #2014043854402.