Cowen and Company, LLC (CRD 7616), now part of TD Securities (USA) LLC, is a brokerage firm based in New York, New York. FINRA censured and fined the firm a total of $80,000, of which $40,000 is payable to FINRA, according to an AWC issued August 19, 2026.
The findings state that Cowen and Company over-tendered shares in a partial tender offer. The firm consented to the sanctions without admitting or denying the findings.
According to the AWC, a company announced a modified Dutch auction style partial tender offer with an expiration date later that year. Cowen and Company, acting in concert with an affiliate, tendered 150,000 shares in the company without accurately calculating the firm's net long position in the security, the findings state.
The firm held 1,000 short call options in its proprietary account on the expiration date, which amounted to 100,000 shares in the company with an exercise price below the highest specified tender offer price in the range, according to the AWC. FINRA found that Cowen and Company failed to reduce its long equity shares by those short call options when calculating its net long position.
The findings also state that Cowen and Company lacked a supervisory system, including written supervisory procedures, reasonably designed to achieve compliance with Rule 14e-4 of the Securities Exchange Act. The firm's procedures did not define or explain how to calculate standardized short call options with an exercise price above the final tender price but below the highest specified offer price in modified Dutch auction tender offers, according to the AWC.
As a result, the firm did not give its personnel reasonable guidance on calculating the net long position for tendering shares in such offers, the findings state. Cowen and Company later revised its procedures to properly account for those options, according to FINRA.
BrokerCheck records four earlier matters involving Cowen and Company since 2020. In a separate AWC two days earlier, on August 17, 2026 (FINRA Case 2023078230702), FINRA found that the firm violated Rule 14e-4(b)(1) by over-tendering 100,000 shares in a partial tender offer, in concert with an affiliate, without accurately calculating its net long position.
A November 27, 2023 matter (FINRA Case 2021071022201) found that Cowen Prime and Cowen and Company published quarterly reports on their handling of customer orders in National Market System securities that failed to disclose required information or were inaccurate, according to BrokerCheck. A July 9, 2020 matter (FINRA Case 2017053655601) found that the firm published quotations in a quotation medium without demonstrating its eligibility to rely on an exception and lacked a supervisory system reasonably designed to meet recordkeeping requirements, the findings state.
Two more matters, dated March 2 and March 3, 2020 (FINRA Cases 2017054001301 and 2017054001302), found that Cowen and Company failed to accurately record the order transmission times of manual options orders it routed to floor brokers at NYSE Arca, Phlx and other exchanges, according to BrokerCheck.
FINRA censured Cowen and Company and fined the firm a total of $80,000, of which $40,000 is payable to FINRA, according to the AWC dated August 19, 2026.
The firm consented to the sanctions and to the entry of findings without admitting or denying them.
FINRA member firms must supervise the activities of their brokers. If you have questions about an account that Cowen and Company handled, call Soreide Law Group at (888) 760-6552. You can also reach us online to speak with a securities attorney. Our securities lawyers handle FINRA arbitration claims on a contingency fee basis. Learn how FINRA arbitration works.
This post summarizes public FINRA records, including BrokerCheck, as of October 14, 2026. In a FINRA Letter of Acceptance, Waiver and Consent, the respondent settles without admitting or denying the findings. FINRA may also update or correct these records after that date.
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Cowen and Company, LLC (CRD 7616), now part of TD Securities (USA) LLC, is a brokerage firm based in New York, New York. FINRA censured and fined the firm a total of $80,000, of which $40,000 is payable to FINRA, according to an AWC issued August 19, 2026.
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