The U.S. Securities and Exchange Commission (SEC) has instituted settled administrative and cease-
and-desist proceedings against MUFG Securities EMEA plc, a United Kingdom–based security-based
swap dealer (“SBSD”) registered with the SEC, for repeatedly violating key provisions of the
Securities Exchange Act of 1934 during its dealings in U.S. markets.
According to the SEC’s order, MUFG Securities EMEA elected to apply an SEC-issued “substituted
compliance” regime — a framework allowing non-U.S. SBSDs to meet certain U.S. regulatory
requirements by complying with comparable foreign standards plus SEC-imposed conditions —
when it registered in 2021.
However, the firm failed to satisfy the conditions required for substituted compliance from
November 1, 2021, through October 4, 2024. As a result, it was required to comply directly with U.S.
capital recordkeeping, financial reporting, internal compliance, supervision, and risk management
rules under the Exchange Act — obligations it repeatedly breached.
Key Findings
- MUFG Securities EMEA did not maintain required policies and procedures to
meet substituted compliance conditions, despite representations to the SEC that it had
done so. - The firm failed to compute and document net capital correctly, did not timely file required
compliance reports, and did not establish adequate internal supervision or risk-
management systems under U.S. standards. - It also failed to make public financial disclosures as required under U.S. law and made
untrue statements in its SBSD registration application regarding its compliance
infrastructure - Without admitting or denying the SEC’s findings, MUFG Securities EMEA agreed to Pay a
$9.8 million civil penalty
Sources:
U.S. Securities and Exchange Commission — SEC Charges UK Security-Based Swap Dealer with
Violating Laws for Dealing in U.S. Markets (Release No. 34-103646, August 6, 2025)
Order Instituting Administrative and Cease-and-Desist Proceedings (PDF) — SEC
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