In re Oppenheimer & Co. Inc.

 
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 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 
 
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 finds
1
 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 off-
channel 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 off-
channel 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 broker-
dealer’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 business-
related 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 willfully
2
 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. R
eporting 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. R
ecordkeeping.  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. C
ertification.  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 

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 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 

 
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 off-
channel 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 off-
channel 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 broker-
dealer’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 business-
related 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 


	UNITED STATES OF AMERICA
	In the Matter of
	Oppenheimer & Co. Inc.,
	Respondent.
	I.
	II.
	III.
	Summary
	Respondent
	Recordkeeping Requirements Under the Exchange Act
	Oppenheimer’s Policies and Procedures
	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...
	Oppenheimer’s Failure to Preserve Required Records Potentially Compromised and Delayed Commission Matters
	Oppenheimer’s Violations and Failure to Supervise
	Oppenheimer’s Remedial Efforts
	Undertakings

	IV.