Prostitution. Scams. Humbuggery. Fraud. Lamborghini. Hacking. Neanderthals. Barack Obama. Kanye West. Q-Anon, Trump. Those are just a few of the topics covered by guest blogger Aegis Frumento in his [In]Securities column. Apparently, Aegis has a lot on his mind, or, how do I put this delicately . . . maybe some four months of quarantine are beginning to take their toll?
The interest and principal of a PPP loan may be forgiven if the proceeds are spent on the prescribed expenses within a set time period and use at least a certain percentage of the loan towards payroll expenses. All in all a commendable approach to a devastating pandemic. Unfortunately, when I am confronted with such a high-minded, government-funded program, I immediately remind myself that the road to Hell is paved with good intentions, and that no good deed goes unpunished. Truly, I hate it when I'm right.
Notwithstanding that I'm a lawyer, I'm still puzzled when I see a contract that proscribes "any and all" conduct of a particular nature. What the hell falls under "any" but not under "all," and vice versa? Imagine a sign in the window of a local store that says "Closed on all Sundays." Now imagine a sign that says "Closed on any Sunday" And, okay, just to beat this to death, imagine a sign that says "Closed on any and all Sundays." Oh yes, there are legal and grammatical experts who will make an arcane case about the distinction but, c'mon, it's a distinction without much of a difference. No matter which of the three signs are hanging in the window, the shop ain't open on Sunday, right? Never on a Sunday! All of which provides a segue into a recent federal case involving JPMorgan Chase Bank and an agreement that requires arbitration of "any," "all," and/or "any or all" claims and disputes.
As set forth in the 2020 FINRA Industry Snapshot Report, FINRA's voodoo math is nothing more than a transparent bit of self-serving spin designed to give the false appearance of an organization populated with larger firms and to foster the denigration of the prevalence of smaller members. This abusive form of governance favors the agenda of FINRA's Large Member Firms and muffles the voice of the self-regulatory-organization's core membership. Worse, the institutional bias in favor of larger firms encumbers FINRA's regulatory staff with inappropriate business pressure that inhibits effective regulation and discourages vigorous enforcement against larger members. As such, I will continue to argue, FINRA's rules do not "assure a fair representation of its members" when the Small Firm community does not have proportionate representation on FINRA's Board, when that community is disgracefully shut out of representation on the majority of the organization's Standing Committees, and when the self-regulator perverts the membership statistics in order to pursue an agenda more in keeping with the needs and desires of larger but less representative members.