Global Research Analyst Settlement

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26434 / December 5, 2025

SEC v. Bear, Stearns & Co. Inc., No. 03 Civ. 2937 (S.D.N.Y.)

SEC v. J.P. Morgan Securities Inc., No. 03 Civ. 2939 (S.D.N.Y.)

SEC v. Lehman Brothers, Inc., No. 03 Civ. 2940 (S.D.N.Y.)

SEC v. Merrill Lynch, Pierce, Fenner & Smith Incorporated, No. 03 Civ. 2941 (S.D.N.Y.)

SEC v. U.S. Bancorp Piper Jaffray, Inc., No. 03 Civ. 2942 (S.D.N.Y.)

SEC v. UBS Securities LLC, f/k/a UBS Warburg LLC, No. 03 Civ. 2943 (S.D.N.Y.)

SEC v. Goldman, Sachs & Co., No. 03 Civ. 2944 (S.D.N.Y.)

SEC v. Citigroup Global Markets Inc., f/k/a Salomon Smith Barney Inc., No. 03 Civ. 2945 (S.D.N.Y.)

SEC v. Credit Suisse First Boston LLC, f/k/a Credit Suisse First Boston Corp., No. 03 Civ. 2946 (S.D.N.Y.)

SEC v. Morgan Stanley & Co. Incorporated, No. 03 Civ. 2948 (S.D.N.Y.)

SEC v. Deutsche Bank Securities Inc., No. 04 Civ. 6909 (S.D.N.Y.)

SEC v. Thomas Weisel Partners LLC, No. 04 Civ. 6910 (S.D.N.Y.)

SEC Consents to Termination of Undertakings in Global Research Analyst Settlement

The Securities and Exchange Commission today consented to modifications to the October 2003 and September 2004 final judgments against settling firms still covered by the Global Research Analyst Settlement, a global settlement of SEC and other enforcement actions against twelve investment banks and two individuals. The modifications are subject to court approval.

The final judgments contained an Addendum with undertakings that addressed potential conflicts of interest between equity research analysts and investment banking personnel. The Addendum also included a sunset provision for newly adopted rules that would supersede the undertakings, and stated that for terms that were not superseded, the SEC would agree to an amendment or modification, subject to court approval, unless the SEC believed the amendment or modification would not be in the public interest. The Addendum was modified by court order in March 2010 to remove or modify certain provisions. The revised Addendum also stated that the SEC would agree to further amendment or modification of the undertakings, subject to court approval, unless the SEC believed the amendment or modification would not be in the public interest.

In 2015, FINRA adopted and implemented, and the SEC approved, Rule 2241 (Research Analysts and Research Reports), which addresses conflicts of interest between research analysts and investment banking personnel within registered broker-dealers.

The settling firms filed motions in June and December 2025 seeking to terminate the remaining undertakings in the Addendum based in part on the adoption and implementation of FINRA Rule 2241. In its responses to the motions, the SEC acknowledges the sunset provision in Addendum A of the final judgments and the passage of FINRA Rule 2241, states that it “believes modification of the Judgment is in the public interest,” and consents to the requested modification of the final judgments.