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What’s the SEC Probing at Jefferies?

Disclosure Insight Thursday said that it appears Jefferies has been involved “in an undisclosed SEC investigation” that goes back to April, based on data it has received from the Securities and Exchange Commission under the Freedom of Information Act.

The U.S. Securities and Exchange Commission seal hangs on the facade of its building in Washington, DC.
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The U.S. Securities and Exchange Commission seal hangs on the facade of its building in Washington, DC.

It’s unclear what the investigation is about, and Jefferies said it didn’t know about it.

John Gavin, president of Disclosure Insight, told me the investigation is by the regulator’s enforcement division.

Here’s today’s note in its entirety:

Based on data we acquired from the SEC under the Freedom of Information Act, as recently as 28-Sep-11, it appears Jefferies Group has been recently involved in an undisclosed SEC investigation that goes as far back as Apr-11. A prior response from May-09 showed no signs of SEC investigative activity. Given the current environment for financial institutions (e.g., debt issues in Europe, new regulations in the U.S. and abroad, market volatility, etc.) and the number of disclosed SEC investigations at other financial institutions, our data point on JEF should not be ignored.

This would not be the first time that JEF failed to disclose the existence of an SEC investigation while it was active. Some possible reasons specific to Jefferies that could be behind the responses we’ve recently received from the SEC include:

  • An internal controls issue involving an account difference with a clearing bank. Initially classified by Jefferies as a significant deficiency, it was later determined to be a material weakness (which is worse than a significant deficiency). This weakness was found to have a 5 year tail and was sufficient to cause a delayed NT 10-K filing in Feb-11 and a $34.5 million hit to the income statement (on a $39 million error). The timing of our FOIA data supports this possibility, though it is important to note Jefferies’ claim that the internal controls exposure was resolved.
  • An alternate, but less likely cause could be a closed FINRA investigation involving auction rate securities, which settled in Apr-11.
  • It could be something unrelated to either of these scenarios regarding JEF or possibly another company.
  • With the internal controls and FINRA issues seemingly over, the greater risk is that there is something in the background that is presently unknown to the market.

The SEC, per its policy, declined comment.

While it's impossible to say what this amounts to, if anything at all, it’s certainly worth noting in the context of the day and the environment. Current Disclosure Insight lists around two dozen companies with undisclosed investigations.

Jefferies reported it has a limited number of routine regulatory reviews in process, all of which are insignificant in scope and absolutely immaterial to Jefferies.

*This post has been updated.

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