Philip S. SIRIANNI, Petitioner, v. UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Respondent

Petitioner Sirianni seeks review of a decision and order of the Securities and Exchange Commission (SEC) affirming disciplinary action taken against him by the National Association of Securities Dealers, Inc. (NASD).

NASD is a national securities association registered with SEC under Section 15A of the Securities Exchange Act of 1934 (the Exchange Act), 15 U.S.C. § 78o -3(a). It is composed of firms who sell securities in the over-the-counter market. The Exchange Act requires NASD to regulate the conduct of its members by promulgation of rules designed to protect investors and to promote just and equitable principles of trade. 15 U.S.C. § 78o-3(b)(6). NASD has adopted such rules and enforces them through imposition of disciplinary sanctions. Disciplinary actions by NASD are subject to review by SEC. 15 U.S.C. § 78s(e).

NASD after investigation charged that petitioner had violated Section 5 of the Securities Act of 1933, 15 U.S.C. § 77e, in that he had as an underwriter participated in the sale of securities without complying with the registration requirement of that act. Further, it charged that petitioner had violated Article III, Section 1 of the NASD Rules of Fair Practice,…