News & Articles - Law Offices of Robert Wayne Pearce, P.A

Jul 28, 2026

What the Series 79 Exam Is and How to Pass It?

The Series 79 exam is the Financial Industry Regulatory Authority (FINRA) qualification exam for Investment Banking Representatives. If you are preparing to take one of the securities industry’s licensing exams, you probably want clear answers about what it covers, what it costs, and how hard it is to pass. This guide provides detailed information about the exam format, the three tested functions, the requirements, and what to do if you fall short, so you know exactly what to expect before test day. What Is the Series 79 Exam? Passing the Series 79, together with the Securities Industry Essentials (SIE) Exam and sponsorship by a FINRA member firm, qualifies an individual for registration as an Investment Banking Representative under FINRA. It qualifies representatives to advise on and help arrange securities transactions in the capital markets, which covers much of the everyday work that analysts and associates perform on live deals. FINRA administers the exam as a specialized alternative to the broader Series 7, so your training stays focused on deal work rather than retail sales. Once you pass, you register as an Investment Banking Representative under FINRA Rule 1220, which formally recognizes your ability to perform these functions. We understand the exam can feel intimidating when you are just starting your career in the financial industry, and you may be feeling unsure about how much ground it covers. The requirements and knowledge required become much clearer once you break the exam into its parts, which is what the rest of this guide does. What Does the Series 79 License Let You Do? The Series 79 permits registered representatives in the Investment Banking Representative category to advise companies on certain investment banking transactions Companies rely on qualified financial professionals, particularly investment banking professionals, for advice on complex financial transactions and corporate restructuring. Those recommendations may include how to go about making a tender offer to purchase shareholders’ stock, or how to reorganize a company’s debt and capital during distress (financial restructuring). Aside from those two examples, the recommendation may also include mergers, acquisitions, or asset sales. It’s also important to note that carrying this registration has firm boundaries. While it authorizes certain securities activities related to investment banking, it does not permit you to solicit or market securities directly to investors. Representatives who want to actively market securities to investors generally must also hold the Series 7 registration, which qualifies them for general securities representative registration under FINRA. What Is the Series 79 Exam Format? The Series 79 exam contains 75 scored multiple-choice questions, and you have two hours and thirty minutes to complete it. To pass, you must achieve a scaled score equivalent to 73%. On the current exam, this corresponds to answering approximately 55 of the 75 scored questions correctly. Every question presents four answer choices, and the entire exam is delivered by computer at a testing center or through online proctoring. You may also see ten additional questions that do not count toward your score. These unscored questions allow FINRA to evaluate new exam items before they are used with future test takers. They appear at random and look identical to scored questions, so you should treat every question as though it counts. That approach keeps you from second-guessing which topics are scored and which are being trialed. What Topics Are on the Series 79 Exam? The Series 79 organizes its questions around three investment banking functions defined by FINRA, and each function carries a different weight on the exam. They are: These functions mirror the actual work that entry-level investment bankers perform, from analyzing financial data to executing offerings and advising on deals. Understanding how the questions are distributed helps you identify the knowledge needed for each function and prioritize your study time accordingly. The three major job functions below account for the entire scored portion of the exam, so we will look at each one in turn. Data collection and evaluation Data collection, analysis, and evaluation make up the largest function on the exam, accounting for 49 percent of the questions. This section centers on financial statements and valuation, which are the analytical foundation of nearly every banking assignment. You will be tested on reading disclosures, interpreting SEC filings and prospectuses, and building the due diligence frameworks that support a recommendation. A prospectus is the formal document that discloses the details of a securities offering to potential investors. Expect a fair amount of valuation math as well, since this function rewards candidates who can work the numbers under time pressure. You may need to calculate a company’s equity value and enterprise value, adjust for non-recurring items, or estimate an IPO valuation using earnings or revenue multiples, depending on the company and industry. These calculations reflect the daily work of a junior banker, so the exam tests them in applied scenarios rather than as abstract formulas. Underwriting and offerings The second function covers underwriting, new financing, and the registration of securities, and it makes up 27 percent of the scored questions. Underwriting is the process by which a bank helps a company raise capital by issuing and distributing new securities to investors. Capital raising transactions may involve equity offerings, debt offerings, or other financing structures. You must understand the roles of the underwriters, the SEC filings that accompany an offering, and the exemptions that let certain deals proceed without full registration. This section also reaches into the mechanics that govern how offerings actually reach the market. You will see questions on shelf registration, private placements (private securities offerings), and the rules that control marketing materials during a deal. A private placement is the sale of securities to a limited group of investors without a public offering, and it follows a different set of regulatory steps. This function measures which process applies to which type of deal. Mergers, acquisitions, and restructuring Mergers and acquisitions, tender offers, and financial restructuring form the third function, and at 24 percent, it is the smallest of the three by weight. Even so, it...

Keep Reading

Jul 28, 2026

FINRA Rule 3280: Private Securities Transactions

FINRA Rule 3280 treats a single introduction the same as a completed sale. You do not have to buy or sell a security yourself to violate it, which is where many brokers get caught off guard. The rule governs how associated persons of FINRA member firms handle private securities transactions, the conduct often called selling away. It requires written notice, firm approval, and firm supervision. Breaking it can lead to fines, suspensions, or a permanent bar from the industry. Our investment fraud lawyers break down what the rule requires and what it means for investors who lost money to an unauthorized deal. What Is FINRA Rule 3280? FINRA Rule 3280 governs how associated persons of a FINRA member firm take part in private securities transactions that fall outside their normal job duties. Before you participate in any way, the rule requires prior written notice to your firm. The firm then decides whether to approve, and if it does, it must supervise and record the transaction. The written notice has to describe the proposed transaction in detail, explain your role, and state whether you have received or expect to receive any selling compensation. If the firm approves, it supervises and records the deal as if the firm had executed it. FINRA 3280 casts a wide net. Most associated persons underestimate how broadly FINRA reads the phrase “participate in any manner.” You do not have to buy or sell securities to trigger the rule. FINRA counts referrals, introductions, and forwarding offering materials as participation. That holds whether or not you are paid for it. If you are unsure whether your involvement rises to that level, assume that it does. One more distinction matters. FINRA Rule 3270 applies only to registered persons, such as registered representatives, while FINRA Rule 3280 reaches both registered and non-registered associated persons of a FINRA member firm. In practice, an unregistered associated person can trip the rule just as fast as a licensed one. What Counts as a Private Securities Transaction? A private securities transaction is any securities transaction that happens outside the regular course or scope of your employment with a member firm. Common examples include new offerings that are not registered with the SEC, private placements, and investments in startups or real estate ventures your firm does not offer or supervise. FINRA often calls this kind of deal an outside securities transaction, because it sits beyond the firm’s review. The products range widely. They can include non-traded real estate investment trusts, interests in private funds or other unregistered investment companies, and stakes in early-stage ventures. What ties them together is that they involve financial assets your firm never approved. Brokers get pulled into these deals by higher payouts or a personal tie to the sponsor, which is often when disclosure slips. The rule usually bites on these unregistered offerings, not the registered investment companies a firm already sells. Selling Compensation Selling compensation under Rule 3280 goes well beyond a standard commission. It covers any payment or benefit you receive in connection with a private securities transaction. That includes finder’s fees, securities or the right to acquire them, and profit-sharing interests. It also reaches tax benefits and expense reimbursements tied to the deal. Whether selling compensation is involved decides which approval path applies. If you will be paid, your firm must approve or disapprove your participation in writing. If no compensation changes hands, the firm still has to acknowledge your notice and may attach conditions to your involvement. How Does Rule 3280 Apply to Associated Persons and Member Firms? FINRA Rule 3280 puts duties on both sides of private securities transactions (PSTs). For associated persons, the core duty is disclosure. You have to tell your firm about every private securities transaction before you take part. For member firms, the core duty is oversight. The rule frames that oversight as a set of supervisory and recordkeeping obligations, so any approved transaction goes on the firm’s books and gets watched like the firm’s own business. Written Notice Requirements Your written notice must describe the proposed transaction in detail, spell out your role, and state whether you have received or may receive selling compensation. When a series of related transactions involves no selling compensation, you can file a single notice for the whole series instead of one for each deal. Timing is not flexible. The notice has to come before your participation starts. You must have provided prior written notice before you lift a finger. If you provide written notice only after the fact, or at the same time, it does not satisfy the rule. The safest habit is to file the moment a deal is on the table, well before any money or paperwork moves. A late notice is treated the same as no notice at all. Firm Approval and Supervision When selling compensation is involved, your firm has to answer your notice in writing, either approving or disapproving your participation. That written sign-off is the firm’s prior written approval of the associated person’s participation. If it approves, the firm records the transaction on its books and supervises it as if the firm had executed it. Once cleared, approved transactions live on the firm’s books and stay under firm supervision. In practice, that puts the deal under the same compliance and oversight the firm applies to any transaction it runs. When no selling compensation is involved, the firm still owes you prompt written acknowledgment of your notice. It can also set specific conditions on your participation if it chooses. What Is the Difference Between FINRA Rule 3280 and Rule 3270? FINRA Rule 3280 and FINRA Rule 3270 cover related but separate conduct. FINRA Rule 3280 governs private securities transactions that an associated person conducts outside the firm. FINRA Rule 3270 applies more broadly to a registered person’s outside business activities, meaning almost any outside work or role, whether or not it touches securities. For a financial advisor, that sweeps in a wide range of business activities. The disclosure triggers...

Keep Reading

Jul 28, 2026

What Are Junk Bonds?

Junk bonds are corporate bonds rated below investment grade that pay higher yields in exchange for a higher risk of default. If you invested in high yield bonds and suffered losses you were never warned about, you are not alone. Learning that your broker may not have had your best interests in mind is hard to sit with. At the Law Offices of Robert Wayne Pearce, P.A., we represent investors harmed by unsuitable investments and undisclosed risks. Our cases involve broker misconduct with junk bonds and other speculative investments. Junk bonds are not automatically improper investments. The question is whether the broker who recommended them understood your risk tolerance and told you the truth about what you were buying. What Are Junk Bonds? Junk bonds are corporate bonds carrying a credit rating below investment grade. The companies behind them have a higher likelihood of failing to repay what they owe. You may also hear junk bonds called high yield bonds or speculative grade debt. Companies issue these debt instruments when they need to borrow money but cannot earn better credit ratings from the agencies grading corporate creditworthiness. That profile pushes them below the investment grade line. Junk bonds offer something in exchange for that weakness. To attract investors willing to accept a higher risk of default, they pay higher interest rates than investment grade debt. Those higher interest payments exist for one reason. There is a real chance you never get your principal amount back at maturity. How Do Junk Bonds Work? Junk bonds work the same way most bonds do. You lend money to a company. The company agrees to pay interest on a set schedule and repay debt in full at maturity. What changes is the credit quality behind that promise. Companies issuing junk bonds carry weaker balance sheets, thinner cash flow, or heavier debt loads than stable companies with investment grade ratings. Their ability to meet financial obligations is less certain, and credit ratings are the shorthand the market uses for that gap. Lower credit ratings mean a higher risk of default. The market charges for that risk, and the charge shows up as higher yields. Junk bonds carry coupons above what investment grade bonds pay. None of that extra income is free. Higher yields compensate investors for a higher risk of default, and the junk bond market reprices that risk daily. How Are Junk Bonds Rated? Credit rating agencies grade an issuer on how likely it is to make scheduled interest payments and return principal at maturity. The dividing line sits at BBB- from S&P Global Ratings and Fitch Ratings, or Baa3 from Moody’s. At or above that line is investment grade. Below it is junk. Eleven credit rating agencies are currently registered with the SEC as nationally recognized statistical rating organizations. Three of these credit agencies dominate corporate bond ratings in the United States: Below the investment grade line, the scale keeps sorting risk: A rating is an opinion about credit risk, not a promise. Rating agencies can raise or lower credit ratings at any point. What Do Credit Ratings Mean for Investors? Bonds with better credit ratings trade at higher prices and pay lower yields, because the market sees the issuer as more likely to pay on time. Bonds with lower credit ratings trade at discounted prices and carry higher yields to compensate investors for the added uncertainty. A change in credit ratings moves the value of your investment fast. Rating agencies review an issuer’s revenue, debt levels, and financial condition continuously. A single downgrade can trigger forced selling by pension funds and other institutional investors restricted to investment grade securities, which pushes bond prices down for everyone holding the same issue. Junk Bonds vs. Investment Grade Bonds Both sit inside the fixed income sleeve of a portfolio, which is where the confusion starts. The difference is credit quality. Investment grade bonds come from stable companies and governments that rating agencies view as highly likely to meet their financial obligations. They pay lower yields because buyers accept less income for a smaller risk of default. Most bonds in a conservative retirement account sit in this asset class. Junk bonds sit on the other side of the line. They deliver higher yields than their investment grade counterparts, their prices move more sharply, and they carry a higher risk of default that can take your principal with it. Treating the two as interchangeable because both are called bonds is a mistake a broker is paid to prevent. What Are the Pros of Junk Bonds? Junk bonds exist because some investors want more income than investment grade debt pays. Three things attract investors to this asset class: That last point comes with a caution. According to FINRA, high yield bonds tend to move in the same direction as stocks. An investor trying to balance a stock-heavy portfolio may not get the diversification they expect from this corner of the fixed income market. What Are the Cons of Junk Bonds? Higher yields always sit on top of higher risk, and one common assumption about junk bonds runs backwards. A fixed income allocation built on junk bonds is not the conservative sleeve most investors assume it is. How Do Investors Buy Junk Bonds? Buying junk bonds directly means purchasing individual junk bonds through a brokerage account. According to FINRA, par value is typically $1,000 per bond. Most corporate bonds require a minimum investment of that amount. Many junk bond investors reach the high yield market through mutual funds and exchange traded funds instead. These funds hold portfolios spanning dozens or hundreds of issuers, which limits the damage any single default can do. Mutual funds also give smaller investors exposure they could not build alone. The choice between buying junk bonds directly and investing in junk bonds through a fund comes down to your experience, your research access, and your tolerance for concentration risk. Either path puts you in speculative grade securities. If you are a risk averse investor, or...

Keep Reading

Jul 28, 2026

PHX Financial Broker Alex Ng Under Investigation For Unsuitable Investments and Misrepresentation FINRA Complaint

Alex Ng (CRD# 5842211) is a PHX Financial, Inc. stockbroker and investment adviser representative based in New York, New York, who is currently the subject of multiple pending FINRA customer disputes involving allegedly unsuitable investments and misrepresentation. Stockbroker Alex Ng’s Career History Alex Ng has spent his entire securities career in the New York market with a small number of brokerage and advisory firms: August 2010 – June 2022: Registered Representative, National Securities Corporation (New York, NY). March 2019 – May 2022: Investment Adviser Representative, National Asset Management (New York, NY). May 2022 – Present: Registered Representative, PHX Financial, Inc. (New York, NY). He is currently registered as a General Securities Representative with FINRA and licensed as a securities agent in more than 40 U.S. states and territories.

Keep Reading

Jul 27, 2026

Janssen Partners Broker Peter Janssen Under Investigation For Alleged Unsuitable Private Placements and Misrepresentation FINRA Complaint

Peter Kyle Janssen (CRD# 5691028). Our firm is investigating Janssen Partners, Inc. broker and financial advisor Peter Kyle Janssen (CRD# 5691028) of Fairfield, Iowa for potential investment-related misconduct involving private placements and other alternative investments. Financial Advisor’s Career History According to FINRA BrokerCheck, Peter Kyle Janssen has been registered in the securities industry since 2011. He is currently registered as a General Securities Representative with Janssen Partners, Inc. (CRD# 43940) in Fairfield, Iowa, where he has been associated since December 21, 2022. Janssen has been registered with the following broker-dealers over the course of his career: Janssen Partners, Inc. (Fairfield, IA): 07/2011 – 02/2013; 07/2020 – 02/2022; and again from 12/21/2022 to the present. Aegis Capital Corp. (New York, NY): 02/2013 – 10/2014. Katalyst Securities LLC (New York, NY): 02/2015 – 10/2015 and 10/2015 – 05/2020. He is currently licensed in multiple states, including California, Florida, Nevada, New York, and Texas.

Keep Reading

Jul 26, 2026

Cetera Investment Services and Cetera Investment Advisers Financial Advisor Gihan Fernando Under Investigation For Non-Traded REIT Misrepresentation and Unsuitable Investment Recommendations FINRA Complaint

Our firm is investigating Cetera Investment Services broker and Cetera Investment Advisers investment advisor representative Gihan Anil Fernando (CRD# 4469669) of Houston, Texas for potential investment-related misconduct involving non-traded real estate investment trusts (REITs) and other real estate securities. Financial Advisor’s Career History According to FINRA BrokerCheck, Gihan Anil Fernando has worked in the securities industry since 2002 and is currently dually registered as both a broker and investment adviser representative in Texas. Fernando is presently associated with: Cetera Investment Advisers LLC (CRD# 105644) as an Investment Adviser Representative, registered since July 2, 2024, with a branch office at 5433 Westheimer Road, Suite 800, Houston, Texas 77056. Cetera Investment Services LLC (CRD# 15340) as a General Securities Representative and Texas agent, registered since January 12, 2024, also listing the Houston, Texas branch at 5433 Westheimer Road, Suite 800. His prior registration and employment history includes: BOK Financial Advisors (CRD# 17530) in Bellaire, Texas, as an investment adviser representative from March 2003 to November 2023. BOK Financial Securities, Inc. (CRD# 17530) in Bellaire, Texas, as a broker from March 2003 to November 2023, where he held senior roles including Senior Vice President and Senior Financial Advisor. Morgan Stanley and Morgan Stanley DW Inc. (CRD# 7556) in Houston, Texas and Purchase, New York, where he was registered between 2002 and early 2003.

Keep Reading

Jul 25, 2026

Insigneo Securities Broker Patricia Holder Under Investigation For Unsuitable Securities-Backed Line of Credit Strategy and Reg BI Violations FINRA Complaint

Our firm is investigating Insigneo Advisory Services, LLC investment adviser representative and Insigneo Securities, LLC broker Patricia P. Holder (CRD# 2894768) of Miami, Florida for potential investment-related misconduct, including unsuitable securities-backed line of credit recommendations and alleged violations of Reg BI stemming from her prior employment at Morgan Stanley Smith Barney. Financial Advisor’s Career History According to FINRA’s BrokerCheck report, Patricia P. Holder has worked in the securities industry since 1997. Her career includes long tenures at several major Wall Street firms before joining Insigneo in 2024. Current firms (February 2024 – Present) Insigneo Advisory Services, LLC – Investment adviser representative based in Miami, Florida (registered since February 23, 2024). Insigneo Securities, LLC – General securities representative, also in Miami, Florida (registered since February 23, 2024). Prior registrations and employment Morgan Stanley, Miami, Florida – Registered broker from June 2009 to February 2024; also registered as an investment adviser representative of Morgan Stanley from August 2022 to February 2024. Morgan Stanley Private Bank, National Association, New York, New York – Financial advisor from January 2015 to February 2024. Citigroup Global Markets Inc., Miami, Florida – Registered representative from May 2002 to June 2009. Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New York – Registered representative from October 1999 to May 2002. Citicorp Investment Services, Long Island City, New York – Registered representative from August 1997 to July 1999.

Keep Reading

Jul 24, 2026

Landolt Securities Broker Jason Seurer Under Investigation For Selling Away and GWG L Bond Losses FINRA Complaint

Our firm is investigating Landolt Securities broker and investment adviser Jason Edward Seurer (CRD# 2541616) of Maple Plain, Minnesota for potential investment-related misconduct. Financial Advisor’s Career History Jason Edward Seurer has worked in the securities industry since the mid-1990s. According to his FINRA BrokerCheck report, he is currently registered as a broker with Landolt Securities, Inc. (CRD# 28352) and as an investment adviser representative with the same firm, operating out of a branch office in Maple Plain, Minnesota. Seurer has been registered with Landolt Securities as a broker since November 2018 and as an investment adviser representative since February 2021. Before joining Landolt, he was associated with: The Wealth Protection Group, LLC (investment adviser) in Maple Plain, Minnesota (2016–2021) Feltl & Company (broker-dealer) in Wayzata, Minnesota (briefly in 2011) Edward Jones (broker and investment adviser) in Milbank, South Dakota (1994–2011)

Keep Reading

Jul 23, 2026

LPL Financial Advisor Timothy Connor Under Investigation For Alleged Unsuitable Investment Recommendations in Real Estate and Alternative Investments – FINRA Customer Complaint Allegations

Our firm is investigating LPL Financial LLC broker and financial advisor Timothy Lee Connor (CRD# 2222028) of Redwood City, California for potential investment-related misconduct, including alleged unsuitable recommendations in real estate securities, variable annuities, and other alternative investments made while associated with prior firms. Timothy Lee Connor’s Financial Advisor Career History According to his FINRA BrokerCheck report, Timothy Lee Connor is currently registered as a General Securities Representative and Investment Adviser Representative with LPL Financial LLC (CRD# 6413) and works out of branch offices in Redwood City, California. Connor has been registered with LPL Financial LLC since June 14, 2021. Before joining LPL, he spent roughly a decade with the First Allied platform, including First Allied Securities, Inc. (CRD# 32444) from October 2011 to June 2021 and First Allied Advisory Services, Inc. (CRD# 137888) from December 2011 to November 2020. Earlier in his career, he was registered with Transamerica Financial Advisors, Inc., Transamerica Capital, Inc., Wells Fargo Securities Inc., Equico Securities, Inc., and The Equitable Life Assurance Society of the United States, dating back to the early 1990s. His reported employment history lists roles such as Financial Advisor at LPL Financial LLC (San Diego, CA), Investment Advisor Representative and Registered Representative with First Allied entities, and President of Connor Hastings, Inc. in Redwood Shores, California.

Keep Reading

Jul 22, 2026

Morgan Stanley Broker James Claude Britt Under Investigation For Unsuitable Options Trading Strategy FINRA Complaint

Our firm is investigating Morgan Stanley broker and financial advisor James Claude Britt (CRD# 4523267) of Vero Beach, Florida for potential investment-related misconduct. Financial Advisor’s Career History According to FINRA BrokerCheck, James Claude Britt has been in the securities industry since 2002. He is currently registered as a General Securities Representative and investment adviser representative with Morgan Stanley (CRD# 149777), working out of the firm’s Vero Beach, Florida branch at 3525 Ocean Drive. He has been registered with Morgan Stanley as a broker since September 8, 2010, and as an investment adviser since September 17, 2010. Britt’s registration and employment history include: Morgan Stanley, Vero Beach, FL – General Securities Representative and Investment Adviser Representative (2010–present). Morgan Stanley Private Bank, National Association, New York, NY – Financial Advisor (2015–present). UBS Financial Services Inc., Vero Beach, FL – Broker and investment adviser representative (2007–2010). UST Securities Corp., Stamford, CT – Broker (2004–2007). PNC Capital Markets, Inc., Pittsburgh, PA – Broker (2002–2003).

Keep Reading