Business Continuity Plan

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Business Continuity Plan 

FINRA Rule 4370(a) requires the Company to maintain a business continuity plan (“BCP”) containing procedures to enable it to meet its obligations to customers in the event of an emergency or significant business disruption (“SBD”). In addition, the procedures must address the Company's relationships with other broker-dealers and counter-parties.

FINRA Rule 4370(b) requires that the Company review its plan at least annually to determine if any changes are needed and to update the plan more frequently in the event of any material change to its operations, structure, business or location. The plan should reflect the Company’s business and operations, and should be tailored to the firm’s size and needs. At a minimum, the plan must address the following areas, as applicable: 

· Data back-up and recovery (hard copy and electronic);

· Mission critical systems;

· Financial and operational assessments;

· Alternate communications between customers and the Company;

· Alternate communications between the Company and its employees;

· Alternate physical location of employees;

· Critical business constituents, banks, and counter-party impact; 

· Regulatory reporting; 

· Communications with regulators; and 

· How the Company will ensure customers’ prompt access to their funds and securities in the event that the Company determines that it is unable to continue its business.

Contacts 

As required by FINRA Rule 4370, the Company has designated a primary and secondary contact person as emergency contacts and has reported such to the FINRA Contact System (“FCS”). The Executive Representative shall ensure that any changes to these contacts are reported promptly and that a review of all contacts is completed annually by the 17th business day following the end of the calendar year.  

Disaster Recovery Coordinators 

The Company has designated the primary and secondary contacts as the coordinators for implementing and executing the plan. Specific responsibilities of the coordinators shall include making an immediate preliminary assessment of the nature and extent of the disruption by assessing the following: 

o electricity supply; 

o condition of computer network;

o condition of phones and phone services; 

o damage to the building; 

o status of HVAC systems; and 

o other potential hazards. 

If the coordinators determine that personnel should evacuate the affected location(s), they must make an announcement to all personnel as to appropriate procedures. The announcement may be given via personal contact, e-mail, intercom or other methods as appropriate given the systems available; the size and location of the staff; and the size of the office or building affected. This announcement should be short and concise, should calmly identify the situation and should provide instructions to employees on how to respond. This announcement should be repeated as often as necessary to avoid confusion and to ensure all employees are aware of the situation. After ensuring the physical safety of Company personnel, the coordinator must then implement this BCP. 

If the situation does not merit evacuation, steps should be taken to alert designated persons of necessary actions to facilitate ongoing operations in the face of limited disruption. In this case, the coordinator will determine which, if any, procedures in this BCP should be implemented.

In the event, the SBD has directly affected other areas of the building but has not directly impacted the Company’s office, the coordinators will contact building security or emergency personnel for instructions on how the Company should respond and proceed accordingly.

Significant Business Disruptions (“SBDs”)

This plan anticipates two kinds of SBDs, internal and external. Internal SBDs affect only the Company’s ability to communicate and do business, such as a fire or loss of electrical power in the office or building.

External SBDs prevent the operation of the nation, local geographic area, the markets or a number of firms, such as a terrorist attack, a natural disaster, or another event that causes a wide-scale, regional disruption in essential services. The response to an external SBD will rely more heavily on other organizations and systems utilized in conducting the Company’s business, federal emergency authorities, local officials and utility companies.

In cases where an infectious disease has resulted in a disruption of the Company’s business due to multiple staff members being unable to work, senior management or supervisory personnel must alert the coordinator who will assess the situation and contact public health officials, if needed for assistance. In all cases where a staff member believes they have contracted, or have come into contact with someone with an infectious disease, they should contact their doctor immediately and stay away from the office until such time as their doctor advises it is safe for them to return. The coordinator will work with management and supervisory personnel to make arrangements, as needed, for the impacted person to work from home and to have physical files delivered to them in a safe manner, if required.

Alternate Locations 

The Company’s personnel work from their personal residences so alternative locations could include commercially available short-term office or conference room rentals in their area. In the event of an SBD, the coordinator will assess whether personnel should be relocated to an alternate location if any are available and it is safe for them to do so. 

Alternate Communications

The Company currently communicates with its customers, regulators and other external persons via telephone, email or in person. In the event an SBD disrupts one or more normal communication channels, the coordinator will advise on alternative methods of communication to be employed. In the event telephone service is affected, the coordinator will contact the telephone provider to have lines forwarded to an alternate number, such as a  home telephone number, where available. The coordinator will also advise applicable staff to contact customers, the regulators and other key external parties to alert them on the best method for contacting Company personnel. 

The Company currently communicates with its employees, Registered Representatives and other internal personnel through face-to-face contact, email, or telephone. In the event an SBD disrupts one or more normal communication channels, the coordinator will advise on alternative methods of communications to be employed including: traditional methods which are available, social media or website notices.

Financial and Operational Assessments

The coordinators working with the FinOp and other operational personnel will assess the impact of the SBD on the Company’s ability to continue operations at its office or alternate locations and/or its ability to fund ongoing operations and remain in net capital compliance. The FinOp and management staff will contact key business vendors and counter-parties to apprise them of any changes in the Company’s operational or financial status and will work with the bank or other financing sources, including its parent entity or indirect owners to secure financing if needed to support continuing operations. 

If the FinOp and senior management determine the Company cannot continue to operate in the face of the SBD or cannot secure additional financing when needed, the CCO shall notify FINRA, the SEC and SIPC as to the situation and will take measures internally to cease specific business activities or furlough non-essential personnel as required.

In the event the Company must suspend or terminate business operations, management personnel will contact customers with current engagements. Key vendors will also be notified. Notification will be made based on the circumstances and as permitted by regulatory authorities and may include telephone calls, letters or emails. 

Mission Critical Systems

The Company provides M&A advisory services and acts as a placement agent in private securities transaction. The Company does not maintain systems relative to trading or the maintenance of customer accounts. Records of holdings or investments of customers are maintained by the issuer or sponsor. The Company does maintain systems relative to customer relations and the maintenance of required records. The Company maintains a back-up of all required records and information related to contacting its customers. In the event of an SBD, the Company will access the back-up of its records to continue to service customers and maintain required records. 

External systems that the Company may rely on in maintaining its relationships with its customers, regulators, employees and vendors include telephones, Internet access, electricity or other communication or utility services, amongst others. In the event of an SBD impacting one or more of these services, the coordinator will work with vendors to determine alternate suppliers or will relocate staff to an alternate location until the services are restored.

Critical Business Constituents, Banks, and Counter-Parties 

The Company relies on services provided by a number of vendors to conduct its business and maintain its required records. The Company, given its business, does not handle customer funds or securities and does not have accounts. 

In the event of an SBD resulting in the loss of services from any of these vendors, the Disaster Recovery Coordinator will determine the best course of action for ensuring the safety of its facilities, personnel and records. The Disaster Recovery Coordinator will implement this business continuity program as applicable.

If the SBD is expected to cause one or more vendors to be unable to provide services for an extended period, the CCO will review options available for securing services from other vendors.

The Company also relies on its bank to ensure the security of its operating funds and to provide additional funding if needed to ensure the Company’s viability during an SBD. In the event the Company’s bank is unable to provide funding or access to Company funds, senior management will seek funding from its direct or indirect owners and other sources to ensure the continuing operation of the Company. 

If funding cannot be secured to ensure the Company can meet its obligations and remain in net capital compliance, the FinOp will notify FINRA, the SEC, SIPC and other regulators, as applicable, and the Company will cease doing business until its net capital can be restored to required levels. Since the Company does not hold customer funds or securities, no customer assets would impacted by such an event; however, the designated Principals will ensure that customers with whom the Company is engaged for services are notified if the Company will be unable to continue and engagement and provide them instructions on how to proceed.

Regulatory Reporting 

The Company currently files reports with its regulators using the U.S. mail and electronically using e-mail and the Internet. In the event of a SBD, the FinOp and CCO will check with the SEC, FINRA, and other regulators to determine which means of filing are still available to us, and use the means closest in speed and form (written or oral) to the previous filing method. In the event that the Company cannot contact our regulators, required reports will be filed using communication means available. 

Customers

The Company will provide written disclosure related it its current business continuity plan to customers and potential investors/buyers during each engagement and will also alert them of any material changes during the term of the engagement. A copy of the customer disclosure will be provided in writing upon request.

Annual Review and Updates

The Disaster Recovery Coordinator will review this plan at least annually, but no later than within 12 months of the date on which this Plan was put into effect or previously reviewed, and will evidence the review by initialing and dating the plan or a log in the Disaster Recovery file. 

The Company’s BCP will be modified, if necessary, at least annually, to take into account any changes in the Company’s operations, structure, business, or locations. A copy of the Business Continuity Plan will be maintained for a period of 3 years following its replacement with updated procedures.

Senior Management Review and Approval

In adopting the WSP manual, senior management has reviewed, approved and implemented these Business Continuity procedures.