Tawfik-Oshana

I. Background

Tawfik-Oshana was working as an investment advisor for Washington Mutual Bank (WAMU) and was “very successful in that role” when she was offered a position as a senior financial consultant for Wells Fargo in the fall of 2007. She claims that the senior regional sales manager who offered her the position promised her a $650,000 “sign-on bonus” and told her that she would be eligible for an additional $350,000 bonus in two years if she continued to perform at the level she had attained during the past year at WAMU. Tawfik-Oshana accepted Wells Fargo’s written offer of employment on December 13, 2007. On December 18, 2007, she signed a Form U4 Uniform Application for Securities Industry Registration or Transfer (Form U4). Form U4 is a Financial Industry Regulatory Authority (FINRA) form that all “associated persons” of broker dealers, investment advisors, and securities issuers are required by law to sign before engaging in securities transactions as representatives of FINRA-member firms like Wells Fargo.1 (17 C.F.R. § 240.15b7-1; 10 Cal. Code Regs., § 260.210.) “The Form U4 is a contract between the regulatory organization . . . and the individual registrant.…