RBC Capital Markets, LLC, Respondent Case No. 25-20768 Consent Order  : Office of Securities

RBC Capital Markets, LLC, Respondent Case No. 25-20768 Consent Order  : Office of Securities Skip First Level Navigation | Skip All Navigation Home | Contact Us | Careers | Calendar Site Map | Search SEC: Securities & Investment Regulation Home About us Check a licensee Investor education Small business help Industry information Laws, rules & advisory rulings Department of Professional & Financial Regulation OTHER PFR AGENCIES Professional Licensing Consumer Credit Regulation Insurance Regulation Financial Institutions Maine.gov > PFR Home > Securities Home Page > Enforcement Actions & Consent Agreements Index > RBC Capital Markets, LLC, Respondent Case No. 25-20768 Consent Order State of Maine Office of Securities 121 State House Station Augusta, Maine 04333-0121 IN THE MATTER OF: RBC Capital Markets, LLC, Respondent Case No. 25-20768 Consent Order No. 2026-08 <p><p style="I. PRELIMINARY STATEMENT Pursuant to the authority granted to the Maine Securities Administrator ("Administrator"), under the Maine Uniform Securities Act, 32 M.R.S. 16101 et seq. (the Act), and after investigation, careful review, and due consideration of the facts and statutory provisions set forth below, the Administrator hereby finds that there is good cause, and it is in the public interest to enter into this Consent Order (Order) with RBC Capital Markets, LLC (RBC or Respondent), which resolves any and all issues in controversy regarding the specific conduct described herein on the terms set forth in this Order. RBC enters into the Order solely for the purpose of settlement and with the understanding that it will not be used in any proceeding unless it is entered by the Administrator as hereafter set forth. If this Order is not entered by the Administrator it shall not be used in or become part of any proceeding. As the result of a coordinated investigation led by seven jurisdictions, including Massachusetts, Montana, Missouri, Alabama, Washington, Texas, and Iowa (the Multi-State Group), the Administrator concluded that Respondent charged unreasonable commissions in excess of 5% of the principal amount on certain small-principal equity transactions. Nationwide, Respondent charged commissions in excess of 5% of the principal amount on approximately 89,900 equity transactions over a five-year period from approximately May 16, 2020 to May 16, 2025 (the Relevant Time Period), totaling approximately $3,400,000. Respondent in full settlement of this matter neither admits nor denies the facts set forth in Section IV and the Conclusions of Law set forth in Section V below, agrees to the representations and undertakings set forth below, and consents to the entry of this Order by the Administrator. II. JURISDICTION 1. The Administrator has jurisdiction over matters relating to securities pursuant to the Act. 2. This Order is made in accordance with 32 M.R.S. 16412. 3. The acts and practices that are the subject of this Order occurred while Respondent was licensed as a broker-dealer in Maine. III. RESPONDENT 4. RBC is a broker-dealer licensed in Maine with a main address of 3 World Financial Center, 200 Vesey Street, New York, New York 10281. Respondent is identified by Financial Industry Regulatory Authority (FINRA) CRD No. 31194. Respondent maintains two branch offices in Maine. IV. STATEMENT OF FACTS A. Respondent's Minimum Commission Practices for Equity Transactions Failed to Ensure Transactions Were Executed at a Fair and Reasonable Price 5. During the Relevant Time Period, Respondent charged unreasonable commissions in excess of 5% of the principal amount to retail brokerage customers on certain equity transactions. 6. Respondent charged a minimum fixed commission on exchange-traded equity transactions. 7. For all equity transactions executed during the Relevant Time Period, Respondent generally charged retail brokerage customers between 0.5% to 4.0% of the principal amount of the trade. 8. Respondent generally charged a minimum commission of $95 for equity buy and sell transactions (the Minimum Equity Commission). 9. Certain small equity sell transactions resulted in a minimum commission below $95. 10. Respondents policies and procedures note that its commission schedule was designed so that the majority of equity transactions would result in a commission of less than 5% of the principal amount of the transaction. 11. However, Respondents policies and procedures exempted transactions where the commission exceeded 5% of the principal amount if the commission charged was less than the Minimum Equity Commission. 12. The Act prohibits Respondent from charging unreasonable commissions for services performed. 13. FINRA Rule 2121 Supplementary Material .01 (Rule 2121.01) provides a guideline of five percent for determining whether a commission is unfair or unreasonable. However, the 5% Policy is a guide, not a rule. A commission pattern of five percent or even less may be considered unfair or unreasonable. 14. During the Relevant Time Period, Respondent executed 941 equity transactions for Maine clients that included an unreasonable commission for services performed (i.e., in excess of 5% of the principal trade amount), totaling $35,872.28. 15. Numerous equity transactions executed by Respondent included a commission well in excess of 5% of the principal value of the transaction. B. Respondent Did Not Reasonably Supervise Transactions that Applied the Minimum Equity Commission 16. Respondent did not reasonably supervise certain transactions, that included a Minimum Equity Commission charge, to ensure that Respondent charged its customers a reasonable commission. 17. Respondents trade review system was not set to flag transactions where the commission exceeded 5% of the principal amount if the commission charged was less than the Minimum Equity Commission. 18. Respondent did not have in place surveillance sufficient to supervise small-principal equity transactions where the Minimum Equity Commission was in excess of 5%. 19. Respondents surveillance system excluded transactions which applied the Minimum Equity Commission from reviews. 20. As a result, Respondent failed to adequately supervise small-principal equity transactions where the Minimum Equity Commission was in excess of 5%. C. Respondent Self-Reported to FINRA and Remediated Its Systems 21. On March 23, 2023, Respondent filed a Form 4530 disclosure with FINRA, voluntarily reporting that it had identified certain equity transactions where the Minimum Equity Commission had been charged resulting in commissions that exceeded 5% of the principal amount. 22. Respondent updated its commission schedule and adjusted the parameters of its trade review system to flag any commissions that exceed 5% of the principal amount. Respondent has also updated its policies and procedures accordingly. V. CONCLUSIONS OF LAW 23. The preceding paragraphs are incorporated by reference as though set forth verbatim herein. 24. Pursuant to 32 M.R.S. 16412(4)(I) and Maine Office of Securities Rule Chapter 504 7(1), it is a violation of the Act for a licensed broker-dealer firm to fail to establish and maintain a system to reasonably supervise its agents. 25. Respondents acts and practices, as described above, constitute a violation of 32 M.R.S. 16412(4)(I), as well as Maine Office of Securities Rule Chapter 504 (7)(1). VI. ORDER 26. On the basis of the Findings of Fact, Conclusions of Law, and Respondents consent to the entry of this Order, IT IS HEREBY ORDERED: A. Respondent shall permanently cease and desist from conduct described herein in violation of the Act and Maine Office of Securities Rules; B. Respondent is censured by the Administrator; C. Respondent shall provide restitution to the affected Maine customers in an amount of no less than $35,872.28, representing the amount of the commission on certain small-principal equity transactions that exceeded five percent (5%) of the principal trade amount during the Relevant Time Period, plus interest in the amount of 6% compounded annually from the date of the transaction to the end of the Relevant Time Period; D. Restitution shall be in the form of a dollar credit to current customer accounts, or a bank check for all former customers or current customers who are entitled to restitution as a result of transactions involving an individual retirement account; E. Respondent shall provide a notice of restitution to customers (Notice). The Notice shall be sent prior to or with the distribution of any restitution. Within forty-five (45) days of the date of this Order, Respondent shall provide the Administrator with a list of all Maine residents for whom Respondent receives a restitution payment as returned to sender. To the extent the Administrator has access to different address information, Respondent shall mail the payment and a second Notice to each such Maine resident within thirty (30) days of the Administrator providing such different address; F. Within forty-five (45) days of the date of this Order, Respondent shall prepare, and submit to the Administrator, a report detailing the restitution paid pursuant to the Order, which shall include: i. Identification of all restitution payments; and ii. Dates, amounts, and methods of the transfer of funds for all restitution payments. G. Respondent shall pay an administrative fine in the amount of $20,000 to the State of Maine within fifteen (15) days following the date of entry of this Order. Payment shall be: (1) made by United States postal money order, certified check, bank cashiers check, or bank money order (2) made payable to Treasurer, State of Maine; (3) either hand-delivered, mailed to 121 State House Station, Augusta, ME 04333-0121; and (4) submitted under cover letter or other documentation that identifies payment by Respondent and the case number of the proceeding; H. Respondent agrees that a person not unacceptable to the Multi-State Group has certified in writing to the Administrator that Respondent has undertaken the following: i. Updated its commission schedule to reflect that commissions on equity transactions do not exceed 5% of the principal trade amount; ii. Adjusted the parameters of its trading system and corresponding controls to flag any commissions that exceed 5% of the principal amount; and iii. Amended its policies and procedures to reflect and incorporate these changes. I. Respondent shall not claim, assert, or apply for a tax deduction or tax credit with regard to any state, federal or local tax for any administrative fine amounts that Respondent shall pay pursuant to this Order; J. Respondent shall not seek or accept, directly or indirectly, reimbursement or indemnification, including, but not limited to, any payments made pursuant to any insurance policy, with regard to any amount that Respondent shall pay pursuant to this Order; K. If Respondent is the subject of a voluntary or involuntary bankruptcy petition under Title 11 of the United States Code within three hundred sixty-five (365) days of the entry of this Order, Respondent agrees to provide written notice to the Administrator within five (5) days of the date of the petition; L. Any fine, penalty, and/or money that Respondent shall pay in accordance with this Order is intended by Respondent and the Administrator to be a contemporaneous exchange for new value given to Respondent pursuant to 11 U.S.C. 547(c)(1)(A) and is, in fact, a substantially contemporaneous exchange pursuant to 11 U.S.C. 547(c)(1)(B); M. If Respondent fails to materially comply with any of the terms set forth in the Order, the Administrator may declare this Order null and void in whole or in part; and N. For good cause shown, the Administrator may extend any of the procedural dates set forth above. Respondent shall make any requests for extensions of the procedural dates set forth above in writing to the Administrator. VII. WAIVER 27. Respondent hereby waives all rights to contest this Order, including, but not limited to, (A) the right to contest whether the Order is fair, reasonable, and/or in the public interest, (B) the right to contest the Orders findings of fact, and (C) the right to contest the Orders conclusions of law. Respondent further waives its right to a hearing and any other procedural rights provided by the Act or the Maine Administrative Procedure Act, 5 M.R.S. 8001 et seq. VIII. NO DISQUALIFICATION 28. This Order does not create any disqualification under the Act, including any disqualification from relying upon the licensing exemptions or safe harbor provisions to which Respondent may be subject. This Order is not intended to be a final order based upon violations of the Act that prohibit fraudulent, manipulative, or deceptive conduct. This Order is not intended to form the basis of any disqualifications under Section 3(a)(39) of the Securities Exchange Act of 1934; or Rules 504(b)(3) and 506(d)(1) of Regulation D, Rule 262(a) of Regulation A and Rule 503(a) of Regulation CF under the Securities Act of 1933. This Order is not intended to form the basis of disqualification under the FINRA rules prohibiting continuance in membership, absent the filing of a MC-400A application or disqualification under SRO rules prohibiting continuance in membership. This Order is not intended to form a basis of a disqualification under Section 204(a)(2) of the Uniform Securities Act of 1956 or Section 412(d) of the Uniform Securities Act of 2002. Except in an action by the Administrator to enforce the obligations of this Order, any acts performed or documents executed in furtherance of this Order: (a) may not be deemed or used as an admission of, or evidence of, the validity of any alleged wrongdoing, liability, or lack of any wrongdoing or liability; or (b) may not be deemed or used as an admission of, or evidence of, any such alleged fault or omission of Respondent in any civil, criminal, arbitration, or administrative proceeding in any court, administrative agency, or tribunal.</p> <p>RBC CAPITAL MARKETS, LLC by:</p> Last Updated: April 21, 2026 1:39 PM Consumer Tools File a complaint Investor education Web resources Industry Tools Licensing & Registration Forms NASD Regulation File UICNF Laws, rules, & advisory rulings Small business help Enforcement actions & consent agreements Featured "Business Opportunity" Sales New Data Breach Notification Law Maine.gov | Professional and Financial Regulation | Privacy | Accessibility | Disclaimer Copyright © 2006 All rights reserved.