By Janaya Moscony
SEC³ President
October 8, 2025 | SEC³ Compliance

The SEC’s recent enforcement action serves as a reminder that the Marketing Rule extends well beyond performance results and testimonials.
On September 4, 2025, the Commission announced its first Marketing Rule case under newly appointed Chair Paul Atkins, charging Meridian Financial, LLC for statements on its website that claimed the firm refused all conflicts of interest. However, the firm’s own Form ADV disclosed several such conflicts.

The SEC concluded that Meridian lacked a reasonable basis to support its marketing claim—a violation of Rule 206(4)-1(a)(2)—and also cited recordkeeping and compliance program failures under the Investment Advisers Act of 1940. Although Meridian primarily advised individuals, the issues identified apply equally to private fund advisers and institutional managers. The firm agreed to a $75,000 civil penalty.

Why It Matters

The case illustrates that the SEC continues to pursue technical, non-fraud-based violations where advisers fall short on documentation or internal controls. Meridian’s alleged misstep was not misleading performance data, but the inability to prove that its marketing statements were accurate.

What Went Wrong?  

First, there was unsubstantiated marketing language:
The Marketing Rule prohibits advisers from making factual statements they cannot back up with evidence. Meridian’s claim that it “refuse[d] all conflicts” directly conflicted with disclosures in its Form ADV. Because the firm admitted in its filings that conflicts existed, it had no reasonable basis to substantiate its advertising statement.

Second, there were missing website records:
Advisers are required under Rule 204-2(a)(11) to keep copies of all advertisements. Meridian relied on a third-party vendor to maintain its website, but neither party kept archived versions. When the SEC requested them, they were gone—a straightforward books-and-records violation.

Third, there were compliance program gaps:
Meridian’s manual required the firm to obtain contractual assurances from vendors responsible for records, but no such clause existed in its website contract. Annual compliance reviews in 2023 and 2024 were also inadequate—one was limited to checking Form ADV, and another relied on outdated policies that ignored the Marketing Rule altogether. These lapses violated Rule 206(4)-7.

The SEC’s findings highlight several compliance lessons for advisers:

Don’t Over-Promise in Marketing
Phrases like “no conflicts” or “completely independent” sound attractive but are rarely true. Every claim should be defensible with contemporaneous documentation.

Keep Your Messaging Consistent
Marketing materials—including websites, social media, and DDQs—must align with what appears in Form ADV and offering documents. Even minor inconsistencies invite scrutiny.

Relying on Vendors Doesn’t Eliminate Compliance Responsibility
Using third-party marketing or IT providers doesn’t transfer responsibility. Contracts should require vendors to maintain and produce records upon request, and firms should periodically verify compliance.

Make Annual Reviews Count
A perfunctory checklist review won’t satisfy regulators. Documented, risk-based assessments that reflect actual business practices are essential—and so is evidence that reviews were completed.

Write Practical Policies
The SEC routinely cites a firm’s own manual as evidence of non-compliance. Avoid aspirational language that can’t be executed day-to-day. Policies should reflect what your firm does, not just what it hopes to do.

SEC3 Takeaway

We believe the Meridian case underscores that “technical” doesn’t mean trivial. The SEC is signaling a readiness to bring enforcement actions for failures in substantiation, documentation, or implementation—even absent investor harm.

For advisers, this is a timely moment to:

• Re-evaluate all public-facing marketing content for substantiation risk.
• Confirm vendor contracts meet recordkeeping obligations.
• Conduct a truly comprehensive annual review before year-end.

In an environment where words matter as much as conduct, accuracy, evidence, and follow-through remain the best compliance defense.

How SEC3 Can Help

SEC3 works with registered investment advisers, broker-dealers, and private fund managers to design and strengthen compliance frameworks that align with SEC expectations. Our team helps clients implement the Marketing Rule, review and substantiate marketing materials, perform comprehensive annual reviews, and assess vendor oversight programs to ensure full documentation and defensibility.

Whether you need a one-time marketing compliance audit or ongoing CCO support, SEC3 provides scalable, practical solutions tailored to your firm’s operations and risk profile.

To learn more or schedule a review of your marketing and compliance program, contact info@sec3compliance.com