SEC Highlights Rising Risks in RIA Consolidation and Focuses on Retailer Investor Protection
From the desk of Jim Eccleston at Eccleston Law
The Securities and Exchange Commission signaled heightened scrutiny of investment advisers involved in mergers and acquisitions, according to its newly released 2026 Examination Priorities. The Division of Examinations (Division) identified recently merged, consolidated, or acquired advisory firms as presenting elevated risks, noting that those transactions often introduce operational challenges, compliance gaps, and new conflicts of interest. AdvisorHub reports that this marks a notable shift, as recent priority letters had not expressly highlighted RIA M&A activity.
The Division maintained its broad emphasis on retail investor protection. Examiners will review compliance with Regulation Best Interest, adherence to fiduciary obligations, and conflicts tied to product and account-type recommendations. The SEC also removed a “Crypto Assets” section from the risk assessment portion of last year’s letter. The omission aligns with the current deregulatory approach. AdvisorHub adds that SEC Chairman Paul S. Atkins reiterated that examinations should facilitate transparency and constructive dialogue rather than serve as punitive “gotcha” exercises.
Examiners will continue evaluating “financial conflicts,” including whether investment advisers properly consider factors such as cost, investment objectives, risk, volatility, and liquidity when making recommendations. The Division will pay particular attention to recommendations made to older clients. It will also scrutinize alternative and high-cost investment strategies, including ETFs with complex features, illiquid underlying assets, or leveraged and inverse exposures.
AdvisorHub reports that broker-dealers remain under continued scrutiny, particularly regarding Regulation Best Interest compliance. Examiners will review sales practices, conflict mitigation, consideration of reasonably available alternatives, and the Care Obligation. Complex, tax-advantaged, or illiquid products—such as variable annuities, registered index-linked annuities, private placements, structured products, and ETFs holding illiquid assets—will receive special attention. Examiners will also review Form CRS for accuracy regarding services, fees, conflicts, and disciplinary history.
Cybersecurity also remains a perennial priority. The Division will evaluate governance practices, data loss prevention, access controls, and incident response programs, including preparedness for ransomware events. The SEC will also monitor how firms address emerging risks associated with artificial intelligence and polymorphic malware. Examiners will review compliance with Regulations S-ID and S-P, including identity theft prevention programs and new incident response requirements.
Anti-money laundering compliance remains a central focus, according to the Report. Examiners will assess whether broker-dealers and certain registered investment companies maintain AML programs tailored to their risks, conduct independent testing, establish appropriate customer identification protocols, and meet Suspicious Activity Report obligations. Reviews will also consider whether firms monitor sanctions administered by the Department of the Treasury’s Office of Foreign Assets Control.
Eccleston Law LLC represents investors and financial advisors nationwide in securities, employment, transition, regulatory, and disciplinary matters.
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