FINRA Sanctions Former Broker for Undisclosed Private Equity and Securities Activities

Posted on May 29th, 2025 at 9:51 AM
FINRA Sanctions Former Broker for Undisclosed Private Equity and Securities Activities

From the desk of Jim Eccleston at Eccleston Law

FINRA has sanctioned former registered representative Thomas A. Rapp for engaging in undisclosed outside business and private securities transactions while associated with M Holdings. The enforcement action stems from a Letter of Acceptance, Waiver and Consent (AWC) Rapp submitted under FINRA Rule 9216, resolving the matter without admitting or denying FINRA’s findings.

According to the AWC, between June 2021 and July 2023, Rapp co-founded a private equity fund and served as its chief executive officer and managing partner. Throughout this period, he failed to provide his firm with prior written notice of his involvement, violating FINRA Rules 3270 and 2010. Additionally, Rapp participated in a private offering of limited partnership interests in the fund without notifying M Holdings, in violation of FINRA Rules 3280 and 2010.

The offering, conducted under Regulation D of the Securities Act of 1933, raised over $11 million from roughly 15 investors — several of whom were Rapp’s clients at M Holdings. Rapp directly communicated with prospective investors, signed subscription agreements, and executed regulatory filings related to the offering. Although he did not earn commissions from these transactions, the AWC states that his participation outside of the firm’s oversight triggered regulatory action.

As a result, FINRA imposed a 21-month suspension from associating with any FINRA member in any capacity and levied a $20,000 fine against Rapp. The fine becomes payable upon any future reassociation with a FINRA member or if he applies for relief from statutory disqualification. Rapp also waived any claim of financial hardship to avoid monetary sanction.

While Rapp is not currently associated with a FINRA member, he remains subject to FINRA’s jurisdiction under Article V, Section 4 of its By-Laws. The sanctions will take effect on a date determined by FINRA.

 

Eccleston Law LLC represents investors and financial advisors nationwide in securities, employment, transition, regulatory, and disciplinary matters.

Tags: eccleston, eccleston law, finra

Return to Archive

TESTIMONIALS

Previous
Next

I just received this letter from the CFP Board. Thank you, Thank you, THANK YOU!

David Y

LATEST NEWS AND ARTICLES

December 22, 2025
FINRA Overhauls Arbitration Rules to Rebalance Arbitrator Selection and Codify Forum Practices

The Financial Industry Regulatory Authority (FINRA) has approved significant amendments to its Codes of Arbitration Procedure designed to rebalance public arbitrator selection, increase transparency, and formalize several long-standing practices in the arbitration forum.

December 19, 2025
Industry Groups Press Senate at Advance Financial Exploitation Prevention Act

Several industry associations are urging the U.S. Senate to pass the Financial Exploitation Prevention Act, legislation that would allow mutual fund companies and their transfer agents to delay redemptions when they reasonably suspect elder financial abuse.

December 18, 2025
UBS Warns of Rising Default Risk in Private Credit

A UBS report signals that credit stress likely will intensify next year as borrowers confront inflation, elevated interest costs, and softening consumer conditions.