Ray & Counsel, P.C.

BIOGRAPHY – MARCLETTA R. KERR

Ms. Kerr is of counsel to Ray & Counsel.  Ms. Kerr is a Northwestern University School of Law graduate with over ten years of legal experience, primarily in the securities industry.  Ms. Kerr served as Senior Regional Counsel in the Chicago office of the Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers).  Ms. Kerr has prosecuted complex enforcement actions on behalf of FINRA against registered representatives, registered principals and broker-dealers before hearing panels, across the broad range of applicable securities laws, rules and regulations, interpreting federal securities laws, rules, and regulations, including compliance issues under the Securities Exchange Act of 1934, the Securities and Exchange Commission Rules, and the National Association of Securities Dealers Rules.

Mr. Kerr’s FINRA experience is extensive.  Most significantly, in Dep’t of Enforcement v. Murphy, et al., No. 20050036107, et al. (FINRA 2005), Ms. Kerr successfully brought an enforcement action against a registered representative for discretionary, excessive and unsuitable trading in violation of NASD rules, and churning in violation of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and NASD Rules, among other causes.  The registered representative was fined over $591,000 as disgorgement of commissions, and barred from association with any FINRA member in any capacity.  In the same action, Ms. Kerr successfully prosecuted the representative’s supervising registered principal for failure to supervise and to establish and maintain an adequate supervisory system and written procedures in violation of NASD Rules, among other causes.  The registered principal was ultimately barred in all capacities.  This case, which largely involved options trading, affirms, among other things, that broker-dealers and their supervisors have a duty and responsibility to supervise brokers, including establishing adequate written supervisory procedures and addressing red flags when they appear. 

In Dep’t of Enforcement v. USA Adv. Planners, Inc., et al., No. 2007011559701(FINRA 2007), Ms. Kerr settled a matter alleging a broker-dealer, acting through two registered principals, charged excessive commissions in variable life settlement transactions. The broker-dealer also failed to provide its life settlement customers with written notification of the source and amount of remuneration it received; failed to provide a confirmation to each customer; and failed to establish and implement an adequate supervisory system and written procedures related to variable life settlement transactions. The matter is significant in that it alerted firms that, among other things, commissions earned on life settlement transactions must be similar to those earned on regular securities transactions.  

As FINRA Senior Regional Counsel, Ms. Kerr also managed case dockets and advised investigators in conducting corporate investigations and reviewing sufficiency of evidence determinations.  Ms. Kerr trained investigators on best practices for conducting investigations, and therefore brings a detailed-oriented approach to the issues and compliance standards that FINRA applies to broker-dealers.

As a certified public accountant, with both Bachelor and Master degrees in accounting, Ms. Kerr has a thorough working knowledge of corporate accounting principles, under Generally Accepting Accounting Principles (GAAP) and Financial Accounting Standards Board (FASB), as well as financial reporting and disclosure obligations, and corporate officer and director liability.  In addition, Ms. Kerr is well-versed in the requirements and liability applicable under the Dodd-Frank Wall Street Reform of 2010 and Consumer Protection Act and the Sarbanes-Oxley Act of 2002.

Ms. Kerr is a member of The Links, Incorporated and Alpha Kappa Alpha Sorority, Incorporated. She is a past president of Alpha Kappa Alpha’s historic Chi Omega Omega Chapter.

Ms. Kerr is a proud mother and wife who enjoys volunteering in Chicago’s Southside communities.

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NOTABLE CASES

Merzlyakov v. 4D Reality, Inc. et al., No. 20-CV-00085-JVS-ADS (C.D. Cal. 2020).  Ms. Kerr is prosecuting a breach of fiduciary duty case against a shareholder, officer and inside director of a closely-held corporation alleging various breach of contract, breach of fiduciary duty, unjust enrichment and fraud on behalf of the plaintiff shareholder.  This case presents substantial questions of the duties owed under Nevada law to shareholders as well as joint venture partners in a closely-held corporation.