Jason Goodhue Fined for Securities Law Violations

• * * * * * * * * * * * * * * * * * * * * * * IN THE MATTER OF: * * JASON A. GOODHUE * CRD NO. 5121680 * FINDINGS OF FACT, * CONCLUSIONS OF L AW MATTER NO.: CF - 24 - 8398 -S * AND ORDE R * * * * * * * * * * * * * * * * * * * * * * * * I. INTRODUCTION This final decision conclude s the above - captioned contested case in wh ich the Connecticut Department of Ban king (“Department ”) alleged that Jason A. Goodhue (“ Respondent”) violated Connecticut law b y engag ing in dishonest or un ethical practices in con nection with th e offer, sale or purchase of a secur ity in violation of Section 36b - 4(b) of the Connecticut Ge neral Statutes (“ Statutes ”) and by exercising discretionary p ower in effecting transact ions for a customer’ s account witho ut obtaining wr itten discre tionary authorit y in vi olation of Sec t ion 36b - 31 - 15 b(a)(8) of the Regulations of Connecticut S tate Agencies (“Regul ations”). Based on the evidence in the r ecord and the plain and unambiguous meaning of the relevant st atutory and re gulatory provi sions, Responde nt violated 36b -4(b) of the Statutes and Sec tion 36b - 31 -15b(a)(8) of the Regulations by engagi ng in a dishonest or unet hical practice in conn ection with the offer, sale or purchase of a secu rity by virtue of R espondent’s exercising discretionary power in effecting t ransactions for a cust omer’s accoun t without obtaining written discretiona ry authority prior to effecting the transactio n.

2 II. PROCEDURAL HIST ORY The Banking C ommissioner (“Commissioner”) is charged wi th the admini stration of Cha pter 672a of the Statutes, the Connecticut Un iform Securities Act (“ Act”), and S ections 36b - 31 - 2 to 36b - 31 - 33, inclusive, of the Re gulations under the Act. Th is matter was initiated after an investigation was conducted by the Securities and Business Investm ents Division (“Division”) of t he Department. On December 18, 2024, the Commissioner issu ed an Order to Cease a nd Desist, Notice of Intent to Fine and Notice of Right to Hearing (“Notice”) against R espondent. The Notice is incorporate d by referenc e and attached herei n as HO Ex hibit 1. The Notice alleg ed the followi ng: 1. Respondent violat ed Section 36b - 4(b) by e ngaging in dis honest or unethic al practic es in connection wi th the offer, sale or pu rchase of a security. 2. Respondent violat ed Section 36b - 31 -15b(a)(8) by e xercising disc retionary powe r in effecting transacti ons for a customer’s account with out obtaining written d iscretionary authority. 3. A basis exist s to issue an order agains t Respondent to cease and desist from violating Section s 36b - 4(b) and 36b - 31 -15b(a)(8), pursuant to S ection 36 b- 27(a) of the Act. 4. A basis exist s to impose a fine ag ainst R espondent pursuant to Section 36 b- 27(d) of the Act. On December 18, 2024, the Department sent the Notice b y certified mail, retu rn receipt request ed to Respondent, Atte ntion: Jason A. Goodhue 129 Stone post Road, Gl astonbury, Conne cticut 06033 and Respondent’s counsel, Attention: Micha e l T. McCormack, Esq., O’Su llivan McCormack Jen sen & Bliss PC, Attorneys at Law, 180 Gla stonbury Bouleva rd, Suite 201, Glastonbur y, Connectic ut 06033. On January 3, 202 5, A ttorney Mich ael T. McCormack timely filed an Appearance and Request for Heari ng on behalf of Re spondent. On January 10, 202 5, the Commissioner issued a Notification of Hearing and Desig nation of Hearing Off icer, electroni cally sent to Jeffrey T. Schuyler, Esq., Hearing

3 Officer, and Paul A. Bobrof f, prosecuti ng staff attor ney for the De partment. It was also electronically sent and mailed via first class mail to Attorney Mic hael T. McCor mack, counsel f or the Respondent. In accordance wi th Chapter 54 o f the Statutes, the Unif orm Administrative Pr ocedures Act (“UAPA”), and the Department ’s H earing Guideli nes, an administrative hearing was conducted at the Department on Octo ber 1, 2025, and Octobe r 2, 2025. Certified Court Reporter, Lisa Warner, participated an d subsequently fu rnished a certified he aring transcript to the parties. The Depart ment submitted doc umentary and t estimonial evidence during t he hearing. Heidi Lawrence, Asso ciate Financial Examin er (“Lawrence”), an d Salvatore Can n ata, B anking D epartment M anager (“Cann ata”), appeared as wit ness es for the Department. The Depa rtment offere d 19 proposed e xhibits (“DOB Exhibits ”), which were subsequently admitted as fu ll exhibits to the record. Pursuant t o the Notice the Depart ment requested t hat the Commission er issue a Cease - and - D esist Order and impose a fine not to exceed the amount of one hundred t housand dolla rs ($ 10 0,000) per violation upon Re spondent. The Respond ent appeared a s a witness and pr ovided tes timony and offered 21 proposed exhi bits, subsequently admitted as full exhibits. (“ Responde nt Exhibits ”). Respondent seeks to have th e matter dismissed with n o Cease - and - Desist Order or the imposi tion of a fi ne. On October 2, 202 5, the hearing concluded. A s provided by t he Regulations, Section 36a -1- 49, the parties each submitted p ost - hearing briefs on November 12, 2025, and reply briefs on November 24, 202 5. III. FINDINGS OF FACT 1. Respondent is a n individual w hose address last known to the Com missioner is 129 Stone post Road, Glastonbury, Connecticut 0 6033. Respo ndent has been re gistered a s a broker - dealer agent under the Act since 2007. Respondent was registe red as a broker - dealer agent of Buell S ecurities Inc. (CRD No. 1342) (“B uell”) from Ja nuary 5, 2007, to N ovember 11, 2019. Most rec ently, Responden t has been registered as a broker - dealer agen t of Capitol Securiti es Management, In c. (“Capitol”) (CRD No. 14169) fr om October 11, 20 19, to t he present. (DOB post - hearing brief at 2; DO B Exhibits 1, 4, 7, 9, and 19; Transcript at 37 - 38, and 247 - 248).

4 2. The President of B uell explai ned in an ema il to Respondent that Buell doe s not offer di scretionary trading on clients’ accounts by stating: “. . . simply tel l them that your firm doesn’t permit DT accounts.” (DOB Ex hibit 10; Transcrip t at 91 - 93). 3. On or about Septem ber 29, 2017, Res pondent and his em ployer, Buell, entered into a Client Agreement wit h three (3) i ndividuals named (aka Gus), for a standard joint account establishing t he legal re lationship betw een Respondent, Buell and the individual client (“Client”). 1 (DOB Exhibit 2; Transcript at 42 - 43, 55, and 250). 4. On January 30, 2019, at 2: 58 p.m., while em ployed at Buell, Respondent received an e - mail from Client ’s e- mail address stating: “Could you pl ease send m e portfolio va luation as of today. We ne ed to sell about $72,890 to help pay for ongoing hous e renovations. Can you advis e which funds or stocks to sell? Th anks, Gus” 2. (DOB Exhibit 3; Respondent E xhibit 1; Transcript at 45 - 46). 5. On January 30, 2019, at 3:02 p.m., Resp ondent responde d: “Hi Gus, Por tfolio is wort h $425,000 this very moment. Can we talk a bout it tomorr ow via phone or I’ ll stop by? I ne ed to run out i n a few minutes. Thank s, Jason”. (DOB Exhibit 3; Respondent Exhibi t 2; Transcript at 46). 6. It is noted that, at t he bottom of all the e - mails sen t by Respondent to C lient ’s e - ma il address included the following language as pa rt of the dis closure: “ Please be advised that yo u may conduct securiti es transact ions only b e speaking directly with y our Registered Repres entative.” (DOB Exhibits 3 - 5; DOB Exhibits 7 -8; Transcript at 47, and 269). 7. On January 30, 2019, at 3:32 p.m., Client’s email address respo nded, stating: “ Jason, I will be catching a f light to Canada tonight, ope ning a new offi ce there. Can you schedule a meeting sometimes next month, Als o send me all paper works nee ded to be sign. I will try to fi nd time and go through it an d them back to yo u. Thanks, G u s.” (DOB Exhibit 3; Respondent Exhibit 3; Transcript at 48). 1 The only party to the Agreement involved in th is matter is the individual client named Gus. 2 All emails are stated verbatim in quota tions, including all grammatical and spelling err ors.

5 8. On January 31, 2019, at 12:19 p.m., Client’s email address sent to Re spondent: “ Hi Jason, Revert to confirm whe n funds will be available a nd date of our mee ting. Guss. ” (DOB Exhibit 4; Responde nt Exhibit 4; Transcript at 49 - 50). 9. On January 31, 2019, at 12:47 p.m., Respondent r esponded to Client ’s email address, statin g: “ Hi Gus, I can come see y ou as soon as you get b ack from Canada. Just let me know. Funds can be ready 2 days after we sell. W e just need to d iscuss what we’re goin g to sell. Thanks, Jason. ” (DOB Exhibit 4; Respondent Exh ibit 5; Transcript at 50 - 51). 10. On January 31, 20 19, at 12:57 p.m., Clie nt’s email responded to R espondent, stat ing: “ Make funds ready as this fun d is needed asap. and h ave it transfer to my W ells Fargo account. I will b back on the 15 th on Feb. I w ill try to s ee you followi ng on the 18 th Feb Guss. ” (DOB Exhibit 4; Respondent Exhibit 6; Transcript at 51). 11. On January 31, 20 19, at 1: 06 p.m., Respondent responded to Client’s email ad dress and copied Vicki Kupec, Buell’s o perations manager (“M anager”), stating: “ Gus, Vicki is goin g to send you th e form to fill out for the b ank transfer from account. I’ ll make the requested sales and we will get her the reque sted $73,000 onc e you send the A CH form bac k to us. Thanks, Ja son. ” (DOB Exhibit 4; Respondent Exhi bit 7; Transcript at 52). 12. On January 31, 20 19, at 1:13 p.m., Manager s ent an email t o both Respondent and Client’s email address, s tating: “I have a ttached the A CH profile s etup form. Plea se fill in the top portion and b oth of you sign at the bottom. T hanks. If you have any questio ns feel free to contact me. ” (DO B Exhibit 5; Respondent Exhi bit 8; Transcript at 54). 13. The same disclosu re language inclu ded in Respondent’s emai ls are also disp layed in Manager’s emails from her emai l address, again, sta ting: “Please be ad vised that you may co nduct securities transact ions only b e speaking directly with y our Registered Repres entative.” (DOB Exhibits 5, and 7-8; inclusive).

6 14. On February 4, 20 19, at 8:37 a.m., Client ’s email address respon ded to Manager, stating: “Attached i s the signed for m. Advise when funds is s ent. Thanks, G us. ” (DOB Exhibit 5; Respondent Exhibit 8; Transcript at 55). 15. On February 4, 20 19, at 8:57 a.m., Manager resp onded to Clien t’s email address, stati ng: “There are three nam es on the account. I need all of their signa tures on the form. If the money is going to t he Bank Account of Gus will need to sign under Fina ncial Institution Account Holder. ” (DOB Exhibit 5; Responden t Exhibit 8; Transcript at 55). 16. On February 4, 20 19, at 10:21 a.m., Clien t’s email address respo nded to Manag er, stating: “Oh sor ry the account i s on name. Also the re is only 2 s pace for signa ture, can you te ll me where need to sign? Than ks,. ” (DOB Exhibit 5; Respondent Exhi bit 8; Transcript at 56). 17. On February 4, 20 19, at 10:32 a.m., Manager responded to Cl ient’s email address, stating: “ can sign und er signatu re.” (DOB Exhibit 5; Respondent Exhi bit 8; Transcript at 56). 18. On February 4, 20 19, an ACH Pr ofile Setup Re quest was c ompleted and submitt ed to the Operations Manager, be aring signature s of all acc ount holders, in cluding Clien t. (Responde nt Exhibit 18). 19. On February 5, 20 19, at 10:23 a.m., Cli ent’s email address resp onded to Man ager, stating: “Vick, Confirm if f unds have been se nt. Thanks,. ” (DOB Exhibit 5; Respondent Exh ibit 8; Transcript at 57). 20. On February 5, 20 19, at 10:25 a.m., Manager replied to Client’ s email address, stat ing: “There is cash available of $7,107.90 how much do you wa nt?” (DOB Exhibit 5; Respondent Exhibi t 8; Transcript at 57). 21. On February 5, 20 19, at 10:48 a.m., Clien t’s email address email ed Respondent and Manager, stating: “WHAT!! You n eed to read below the email i sent to Jason last week I believe this fu nds should have been ava ilable by toda y. I need updat e on this asa p.” (DOB Exhibit 5; Respondent Exhi bit 8). 22. On February 5, 20 19, starting at 10:55 a.m., Res pondent and Manager engaged in a text message exchange, as fol lows:

7 Manager: [Client ] is mad he thought t he money woul d be available today just a he ads up. I would call h im at # home or # mobile Respondent: Can you sen d me a screen shot? We ca n next day sell. Respondent: Shit Respondent: Do we have time to same day sell? Manager: No it’s t oo late Respondent: Ok. Next day puts it there tomorro w, correct? Manager: It will be at his bank Thursday m orning first thi ng Respondent: Let’s do ub nk please Manager: How many shares and commissi on Respondent: 40 percent. Can you do the m ath to get the r ight amount ple ase? Manager: In th e email it says $73,00 0 is that what they n eed Respondent: Yes Respondent: Do you mind telling him it will hit tomorrow at midnight? Respondent: He wasn’t cle ar on what to sell and was i n Canada Respondent: Sorry about t his Respondent: I told him it t ook longer bec ause is on the a ccount a nd we neede d approval. Ki nd of true Respondent: Can you tell him the same? Manager: O k the order is i n the trading guy said it m ay take a bit be cause it’s thinly traded Manager: We got so far 1,210 of 4810 share s. We have until 12:45 for next day if we need to sell someth ing else Respondent: Ok. I’ll call you in a bit Respondent: Has to get done t oday Manager: So f ar got 2350 not d one yet Respondent: Ok. Let’s see th e next 15 minutes Respondent: Did you talk t o him? He isn’ t responding t o my texts? Manager: Not yet I want to make sure the t rade gets done Respondent: Ok Respondent: I’m a little nervous now Respondent: Still 2350? Manager: We have 1800 left Respondent: Ok Respondent: It might push the price dow n though. We m ight need more Manager: We got it done tota l is $72,380.32 a fter com mission but he ha s $7000 in cas h in the acct Respondent: So we have enoug h? Manager: Yes Respondent: Awesome Respondent: Thank you ver y much Respondent: I called him. Don’t worry about that Manager: Is he ok Respondent: Didn’t answer. But it will be midnight, correct? Manager: The funds will show in his ac ct first thi ng Thursday mo rning Respondent: Ok. Thank s again (DOB Exhibit 6; Transcript at 6 2- 70).

8 23. On February 5, 20 19, at 11:14 a.m., Clien t’s email address email ed Respondent, stating: “Hi Jason, Please confirm wh en the request belo w will be completed as i h ave sent all neces sary document to Vicki Thanks,. ” (DOB E xhibit 7; Respondent Exhi bit 9). 24. On February 5, 20 19, at 11:35 a.m., Respondent initiated a te lephone call to Client’s cellphone number, whic h lasted for t wo (2) minute s. (Respondent Exhibit 19). 25. On February 5, 20 19, at 11:41 a.m., Respondent emailed Client’s email add ress from Respondent ’s iPhone, stating: “I just left you a voicemail Gus.” (DOB Exhibit 7; Res pondent Exhibit 10; Transcript at 75). 26. On February 5, 20 19, at 12:51 p.m., Client’s email address replied t o Responden t, stating: “Okay, When will th e funds hit th e account. G us. ” (DOB Exhibit 7; Respondent Exhibit 11; Transcript at 75). 27. On February 5, 20 19, at 1:34 p.m., Respondent emailed Client’ s email address fro m Respondent ’s iPhone, stat ing: “After midnight tomorro w. So when you w ake Thursday t hey are the re.” (DOB Exhibit 7; Respondent Exh ibit 12; Transcript at 76 - 77). 28. On February 5, 2019, Responden t executed a trade tran saction, which has a set tlement date of February 6, 2 019, in which 4,81 0.00 shares of United Financ ial Bancorp I ncorporate d (“UBNK”) was sold for $15. 1664 per share for a trade am ount of $72,950.38 w ith a net sale in the amount o f $72,380.32 af ter commis sion, fee and ha ndling fee were deducted. (DO B Exhibit 9; Trans cript at 70 - 71, 81 - 85). 29. Client held ot her stocks in his acc ount managed by Re spondent and Respondent chos e to sell sha res of UBNK because it was Cl ient’s largest holding. (Transcript at 222). 30. On February 7, 20 19, at 8:31 a.m., Client ’s email address replied to Respondent and Manag er, stating: “Good Morning, K indly confir m if payment have been sent. Revert ASAP Thanks,” (DOB Exhibit 8; Respondent Exhi bit 13; Transcript at 80). 31. On February 7, 20 19, at 8:32 a.m., Manager rep lied to Respondent and Client’s email address, stating: “It went out i t should be in your bank.” (DOB Exhibit 8; Respondent Exhibit 13; Transcript at 80).

9 32. On February 9, 20 19, at 4:26 p.m., phone re cords show tha t Client cal led Respondent and e ngaged in an eleven (11) minute phone conversati on. (Respondent Exhi bit 19; Transcript at 251 - 256). 33. Respondent t estified that i t was during this telep hone conversation when Client first al erted him that he did not ini tiate the e mail corresponde nce and did not a uthorize the trade trans action. (Transcript at 251 - 256). 34. On February 9, 20 19, at 4:49 p.m. and 4:57 p.m., Respondent contacted Raymond James Finan cial (“Clearing Ho use”) in remediatio n efforts and to r everse the transactio n. (Respondent Ex hibit 19; Transcript at 257). 35. On February 9, 20 19, at 4:59 p.m., 5:40 p.m. and 5:51 p.m., Respondent and C lient engaged i n telephone cor respondence. R espondent testified that these calls were all directly related to remediating the i ssue. (Respondent Exh ibit 19; Transcript at 257 - 260). 36. On February 10, 2 019, at 2:20 p.m., Responde nt and C lient engaged in furt her conversat ion. (Respondent Exhibi t 19; Transcript at 257 - 26 1). 37. At various ti mes betwee n February 11, 2019 and F ebruary 12, 201 9, Respondent engaged in s ix (6) telephone co mmunicat ions with the Cle aring House in c ontinued re mediation effor ts on behalf of Client. (Respondent E xhibit 20; Transcript at 263 - 2 67). 38. At various ti mes betwee n February 11, 2019 and F ebruary 15, 201 9, Responden t engaged in e leven (11) telephon e communicat ions with Cli ent in remedia tion efforts. (Respondent Exhibit 20; Transcript at 263 - 26 7). 39. At various ti mes betwee n February 9, 2019 and F ebruary 15, 201 9, Responde nt, Buell and Operation s Manager enga ged in numerous t elephone com munications to reme diate the situation. (Respondent Exhibits 19; Transcript at 25 6- 259). 40. On or about February 12, 2019, Re spondent, in c ooperation w ith the Clea ring House, Manage r and Buell, reve rsed the trade executed on Febr uary 5, 2019, by repurchasing UBNK shares, mak ing Client’s accou nt whole. (Transcript at 202, and 284).

10 41. On February 12, 2 019, at 10:31 a.m., Responde nt sent Manager a text message, as follo ws: “I’ll go back to detai ling everythin g with you for requests to prevent this f rom ever happening again. I’m sorry about it all. I re ally thought eve rything was don e correct ly. I believe onc e it’s finishe d things will make sense.” (DOB Exhibit 6). 42. On October 11, 2019, Respondent ceased employment at Buell and was thereafter emplo yed by and registered as a b roker - dealer agent o f Capitol. (Transcript at 37 - 38 and 248 - 249). 43. On February 5, 20 20, counse l representing R espondent se nt the Division a letter in re sponse to a le tter dated Janua ry 22, 2020 from the Division, s tating: “[Respondent] ne ver engaged in, nor has it be en alleged by an yone that he e ngaged in, fra ud, wrongful taking of prope rty or a viola tion of investm ent related s tatutes, rules, regulations or industry s tandards of cond uct.” (Res pondent Exhibit 14). 44. Pursuant to t he change of e mployment, t he Financial I ndustry Regula tory Authority (“FINRA”) conducted an exa mination rela ted to the depa rture from Bue ll and issued a n Examination D isposition Letter on Ma rch 9, 2020, in which it foun d that Respondent faile d to follow the firm’s written supervisory p rocedures f or failure to ver bally confirm any electronic instructions f rom his or he r client and disb ursed a fraudulent wi re transfer from a custome r’s account in the amount of $73,000 and that Res pondent “failed to verbally con firm electronic in structions that were received via e - email from the sa me purported c ustomer on Februa ry 5, 2019. As a result, the firm sold 4,810 s hares of UBNK without authorization from t he customer.” (DOB Exhibit 11; Tran script at 93 - 97). 45. The March 9, 2020, FINRA communication is titled a “ Cautionar y Action,” and no furt her action was taken by FIN RA in connecti on with the sa me. (DOB Exhibit 11; Transcrip t at 97). 46. On or about Ma rch 16, 2020, Res pondent commenced a FINRA arbit ration against Buell an d its President due to certain r etaliatory a nd wrongful act ions Buell and its Preside nt took against Respondent after he ceased employment wit h Buell. (Respondent E xhibit 21; Transcript at 128 - 131). 47. On April 13, 2020, counsel r epresenting R espondent sent t he Division a le tter, stat ing that Clie nt “. . . appears to ha ve been the vi ctim of fra udulent conduct by a n unknown thi rd party . . .. did not suf fer

11 any financial l oss and . . . [Respond ent] continues to servi ce [Client] at Capito l Securities after he transferred his secu rities accoun t from Buell . . . .” (Respo ndent Exhibit 15). 48. On August 10, 20 20, counse l representing R espondent se nt the Division a letter spe cifically referencing the t ransaction at issue in stating that the Op erations Manager “. . . ex ecuted the sale of the securities i n [Client’s] accoun t and Buell then transferred the proceeds of th e sale to the Wells Fargo Account. [Respondent ] did not place the sell order and was not involved with th e transfer of the funds to the We lls Fargo a ccount, nor did he re view or sign the ACH form for the transfer of funds.” (Res pond ent Exhibit 17). 49. Respondent alleged in the arbitration that cert ain answers to qu estions contained in the Form U5 3 filed by Buell were defamatory in natur e and misle ading, were inac curate and/or erroneous and Respondent s ought to have the reason for te rmination of e mployment expu nged, among othe r relief. (Respondent Exhibi t s 14, 15 & 21; Transcript at 128 - 131). 50. Following ar bitration hear ings on November 29, 2021 through De cember 3, 2021, S eptember 6 - 9, 2022, October 12 - 13, 2022, and December 1, 2022, an award wa s granted to Respondent on December 21, 2022, in which he was g ranted a monetary award as well as the ex pungement of certain information at issue. (Respondent Exhibit 21; Transcript at 128 - 131). 51. On or about June 3, 2022, the Division conducted a review of Respondent’ s trading activities whi le employed at Buell and stat ed in a lette r to Respondent that “In Februa ry 2019, it appe ars you sold shares of a security for a C onnecticut cl ient account w ithout authori ty to do so; a nd exercise d discretiona ry power in the account of th at client wi thout first obt aining written a uthorization from the client.” (DOB Exhibit 12; Transcript at 193 - 196). 3 The Form U5 (Unif orm Ter mination Notice for Secu rities I ndustry Re gistration) i s a manda tory fo rm filed by br oker - dealers, investm ent advise rs, or issuers of sec urities t o termi nate the re gistrat ion of a n individua l in t he appro priate j urisdict ions and/ or self - regula tory organiz ations ("SROs"). T erminates a registered individual’ s association with a firm and specific jurisdiction s.

12 52. On January 13, 20 23, Respondent filed an Application to Confirm Arbitration Award in the St ate of Connecticut S uperior Court, Jud icial District of Hartf ord at Hartford, Docket No.: HHD - CV2 3 - 6164527 - S. The Application was g ranted by t he Court on Februa ry 23, 2023, a nd a dispositio n of a General J udgment Without Trial was e ntered by the Court. (R espondent Ex hibit 21; Transcript at 128 - 131). 53. Testimony by Associate Fin ancial Examiner Lawren ce and Banking Dep artment Manger C annata indicate that a rev iew of the entire tran saction was con ducted, which incl uded cooperation from Respondent, production of testimony and doc umentation as they relate d to the trans action at iss ue. (Transcript at 107 - 150, 152 - 160, 199 - 204, and 214 - 2 16). 54. Respondent d id not obtain the written dis cretionary authori ty from Client to execute the sal e of UBNK stock. (Transcript at 44, 91 - 93, 161 - 162, 201, 212, 221 - 225). 55. Respondent h ad no written discretionary authority from Clie nt specifically regarding the sale o f UBNK stock prior to engaging i n the sale of the stock from C lient’s account. 4 (Transcript at 269, 271 - 273). IV. LEGISLATI VE AND REGULATOR Y AUTHORITY REG ARDING ALLEGE D SECURITIES ACTIVITY Statutes Section 36b -4 states, in relevant part, that: (b) “ N o person shall, in connection wit h the offer, sale or pu rchase of any securit y, directly or in directly enga ge in any dish onest or unet hical practice. ”.. . . It also provides that: (d) “T he c ommissione r may adopt re gulations, in accordanc e with the provis ions of chapte r 54, to implement the provisions of this section. ” 4 Responde nt did not have a ny written authority, did not have a telephone c onversation, n or did he engage in a text message excha nge and di d not otherwi se speak t o Client dire ctly to con firm the tra de.

13 Regulations Sec tion 36b - 31 - 15b (a)(8) states, in relevant part, that: Dishonest or unethical business practices by agents (a) In impleme nting section 36b - 15 (a) (2) (H) of the general statu tes, the following sha ll be deeme d "dishonest or unethical pra ctices in the securities . . . business" by agents without limiting th ose terms to the following p ractices:. . . (8) Engaging in any of the pr actices spe cified in subdi visions (1), (2), (4) to (6), inc lusive, (9), (12), (13), (15) to (21), inclusive, and (23) of section 36b - 31 - 15a (a) of the regula tions. Regulations Section 36b - 31 - 15a states, in relevant part, th at: Dishonest or unethical business practices by broker - dealers (a) In impleme nting section 36b - 15 (a) (2) (H) of the general statu tes, the following sha ll be deeme d "dishonest or unethical pra ctices in the securities . . . bu siness" by broker - d ealers without limiting those term s to the followin g practices:. . . (5) Executin g a transac tion on behalf of a customer without author ity to do so; (6) Exercising any discret ionary power in effecting a transactio n for a custom er's account w ithout first obt aining written discr etionary authority fr om the cust omer unless such di scretionary pow er relate s only to the price at wh ich or the time when an ord er given by a customer for the purchase or sale of a definite amoun t of a specific secur ity shall be executed [.]. .. (b) In constr uing the term "dishonest or unethical pra ctices in the securities . . . bu siness" as used in this section and in sectio n 36b - 15 (a) (2) (H) of the general statutes, the commissi oner may consid er whether the conduct i n question is pr oscribed b y any rule of a national securit ies exchange or self - regulatory organization registere d under federal securities law s administered by the United States Securit ies and Exchange Com mission. Statutes Section 36b - 15 (Formerly Se c. 36 - 484), states in relevant part, th at: Denial, suspen sion or revocatio n of registration by co mmissioner. Withdrawal from registration or of application. (a) The commissioner may, by order, deny, suspe nd or revoke a ny registrati on, censure o r impose a ba r upon any regist rant, any partne r, officer or director of a ny registra nt or any other pe rson directly or indirectly c ontrolling a ny registra nt or, by order, restrict or impose condition s on the securities or investment advi sory activities that an applicant or regi strant may perform in this state if the com missioner finds that. . . (2) the applicant or registrant or, i n the case of a brok er - dealer or investment adviser, any partner, officer or director, any person occupyin g a similar status or performing s imilar funct ions, or any per son directly o r indirectly controlling t he broker -d ealer or investment adviser:;. . . (H) has engaged

14 in fraudulen t, dishonest or unet hical practices in the s ecurities, commoditie s, investment, franchise, bus iness opportu nity, banking, finance or insu rance business, incl uding abusive sales practices in th e business de alings of such a pplicant, registra nt or person with c urrent or prospective cu stomers or clients [.] Statutes Section 36b - 27 states, in relevant part, that: (a) Whenever it ap pears to the commissi oner after an inv estigation that any person ha s violated, is violating or is about to vi olate any of t he provisions of se ctions 36b - 2 to 36b - 3 4, inclusive, or any regulat ion, rule or order adopt ed or issued under said sections, or that the furth er sale or offer to sell securi ties would con stitute a violation of said sections or any such regulat ion, rule or or der, or that an y person has engaged in a dishonest or unethical practice in th e securities or commo dities busines s within the me aning of sect ions 36b - 31 - 15a to 36 b - 31 - 15d, inclus ive, of the regulatio ns of Connecticut state ag encies, the com missioner may, in the commi ssioner’s discre tion, order (1) the person. . . to cease and desist from the violations or the caus ing of or aiding i n the violati ons of the provisio ns of said s ections or of the regulations, rules or orde rs thereunder, or fr om the further sale or offer to sell securi ties constitutin g or which woul d con stitute a violation of the provisions of said section s or of the regula tions, rules or orders the reunder, or from further enga ging in such dishone st or unethica l practice a nd to take or ref rain from taking such action that in the opinion of the co mmissioner will effectu ate the purposes of s ections 36b - 2 to 3 6b - 34, inclusive.. . . (e) Whenever it ap pears to the commissi oner that any person has violated, is violating or i s about to vi olate any of the p rovisions of sections 36b - 2 to 36b - 34, inclusive, or any regulatio n, rule or order adopted or iss ued under said secti ons, or that the further sale or offer to sell securities would constitute a v iolation of said secti ons or any such regulation, ru le or order, the comm issioner may, i n the commissi oner's discretion a nd in addition to any other re medy authorize d by this sec tion, bring an actio n in the superior court for the judicial district of Hartford to:. .. (2) seek a cour t order impos ing a fine not t o exceed one hundred thousand doll ars per viola tion against the person found to have vi olated, caused a vi olation or mate rially aided i n the violati on of any provi sion of sections 36b - 2 to 36b - 34, inclusive, or any regulati on, rule or or der adopted or iss ued under said secti ons 36b - 2 to 36b - 34, inclusive. . . . V. CONCLUSIONS OF L AW A. Jurisdiction and Procedure 1. The Commissioner is cha rged with the administra tion of Chapter 672a of the St atutes, the A ct and Sections 36b - 31 - 2 to 36b - 31 - 33, inclusive, of th e Regulations under the Act. This matter was

15 initiated after an investigation was conducted by th e Division of the Department. On December 18, 2024, the Co mmissioner is sued the Notice against R espondent. 2. The Commissioner, through the N otice, provided Respondents w ith an opportu nity for a hea ring in accordance with Section 3 6b- 27 of the Act on Decem ber 18, 2024. On Ja nuary 3, 2025, an Appearanc e and Request fo r Hearing on behalf of Res pondent was timely filed. On January 10, 2025, the Commission er issued a Notificatio n of Hearing and Design ation of Hearing Officer, appointing Jeffrey T. Schuyler, Esq. as the Administrative Hearing Officer. 3. The Noti ce issued by th e Comm issioner agains t Respondent com ported with t he requirem ents of Section 4 - 177(b) of Chapter 54 of the UAPA. 4. Respondent appear ed through an att orney at the hearing on the da tes of Oc tober 1 & 2, 2025, and ha d an opportunit y to present evi dence, rebu ttal evidence, and argument on all issues of fact and l aw to be considered by the Commis sioner. Respo ndent and the D epartment both su bmitted post - hearing briefs along with re ply briefs. 5. The Commis sioner’s broad regulatory a uthority inclu des the powe r to impose civi l penalties pur suant to Section 36b - 27, and to issue or ders to cease and d esist pursuant to Section 36b - 27 of the Statue s. B. Evidentiary Standard The applicable st andard of review in an appeal from the d ecision of an administ rative agency is governed by the UAP A, Statutes Sectio n 4 - 166 et seq., an d the scope of that rev iew is very restrict ed ․ New Haven v. Freed om of Info. Comm ’n, 205 Conn. 767, 773, 535 A.2d 1297 (1988). The substantial evi dence rule govern s judicial review of admi nistrative fact - finding under the UAPA. An administrative f inding is s upported by substantial evid ence if the record affords a substantial basis of fact from wh ich the fact in issue can be reasonably in ferred. The substantial evidence rule imposes an important limitation on the power of the courts to overturn a decision of an a dministrati ve agency.. . . Dolgner v. Ala nder, 237 Conn. 272, 281, 676 A.2d 865 (1996). (Citations omitted; internal quotation marks omitted.) See Conn. Gen. Stat. § 4 - 183 (j)(5) and Conn. Gen. Stat. § 4 - 183 (j) (6). The applica ble standard of proof in Connec ticut administ rative case s, including thos e involving frau d and severe sancti ons, is the pr eponderance of the ev idence standard. Goldstar Med. Servs. v. Dep ’t

16 of Soc. Servs., 288 Conn. 790, 819, 955 A.2d 15 (200 8). The Departmen t in this matter bear s the ultimate burden of proving t he elements of the offense by a pre ponderanc e of the evidenc e in support of the Commiss ioner’s findin gs. See Bialowas v. Comm’r of Motor Vehicles, 44 Conn. App. 702, 692 A.2d 834 (1997). C. Legal Stand ard s The rules for inter preting the m eaning and applic ation of sta tutory provis ions are well established in Connecticut: [O]ur fundamental o bjective is to ascert ain and give eff ect to the apparent i ntent of the legislature. . .. In other words, we seek t o determine, in a reasoned manner, th e meaning of the statutory language as applied to the facts o f [the] case, inclu ding the q uestion of whether the language actua lly does appl y. . . . In see king to determine that meaning, General Statut es §1 - 2z directs us first to consider the tex t of the statute it self and its relationshi p to other s tatutes. If, after examining su ch text and co nsidering such relationshi p, the mea ning of such text is plain and unam biguous and does not yield absurd or unwor kable res ults, extratext ual evidence of the meaning of t he statute shall not be conside red. . . . When a statute is not plain and una mbiguous, we al so look for interpre tive guidance to the legis lative histor y and circum stances surroundi ng its enactment, to the legislative policy it was designed to impleme nt, and to its relationship to existing le gislation and common l aw principles go verning the same general subject matter . . . . Vincent v. City of New Haven, 285 Conn. 778, 78 4 - 85, 941 A.2d 93 2 (2008). (Inte rnal quotati on marks omitted.) Intended to protect consumers, “[R] em edial statutes s hould be construed libe rally in favor of those whom the law is inte nded to protec t.” Solomon v. Gilmore, 248 Conn. 769, 774 - 75, 731 A.2d 280 (1999) (quoting Dy sart Corp. v. Seaboard Sur. Co., 2 40 Conn. 10, 18, 688 A.2 d 306 (1997) and describin g statutes governin g secondary mortgag es as remedial). Pursuant to R egulations Se ction 36B - 31 - 15a, the Department may c onsider other self - regulatory organization s registered under securities laws admini stered by the Un ited States Securities an d Exchange Commission. T he Financial I ndustry Regula tory Authori ty (“FINRA”) is one such entity, which has also promulgated rules in conn ection with th e use of disc retionary auth ority on custo mers’ acc ounts. FINRA has stated that “[n]o member or r egi stered representati ve shall exerci se any discretion ary power in a custom er’s account unles s such custom er has given pr ior written aut horization to a stated indiv idual or

17 individuals and the accoun t has been ac cepted by the m ember, as evidenc ed in writi ng by the membe r or the partner, officer or manager, duly des ignated by the membe r . . . .” See; F INRA Rule 2510(b), 5 (DOB Exhibit 15 an d 16; Transcr ipt at 204 - 206). Further, not only is the F INRA Rule of forbid ding discretionary authority unless expl icitly given and ap proved a generally accepted practice in th e securities trading industry, but it was also the explicit polic y of Buell, of which Responde nt was empl oyed. (DOB Exhibit 10, T ranscript at 44, 91 - 93, 161 - 162, 201, 212, 221 - 225). D. Alleged Violation of Respondent 1. Legal Analysis In summar y, Respondent is alleged to have violated Section 36b - 4(b) of the St atutes by directly or indirectl y engaging i n dishonest or u nethical pra ctices i n connection with t he offer, sa le or purchas e of any security an d violated S ection 36b - 31 - 15b(a)(8) of the Regulati ons by exercising discret ionary power in effect ing transacti ons for a custom er’s account w ithout obtaining written di scretionary aut hority. Respondent o ffered no tes timonial evide nce, document ary evidence or factual ar gument in oppos ition to the underly ing facts regarding t he transaction at issu e in this case. In essence, t he facts are not in disp ute. Respondent r eceived a co mmunication from an emai l address he recogn ized as belonging to his c lient and which he beli eved to be his c lient in which he purp ortedly requested funds from his account which was managed by Re spondent. In order to access the funds req uested, Respondent needed to sell shares of stock held in Client’s account, which Respondent exe cuted without first obtaining written discretionary authority fr om the cust omer to effectuate th e sale of UBNK shares. Respondent and Buell then tra nsferred the pro ceeds from the sale o f stock via ACH to Clien t’s account. Respondent was thereafter contacted by Client rega rding the transa ction as Cli ent was unawa re of any of the c ommunications and did not reque st or authoriz e the sale of stock or funds transfer. It was then discovered that Client was a victim of a scam, in w hich an individua l, through im personating R espondent, perpetrated the 5 It is noted that this Section was in effe ct at the time of the relevant transac tion but has been s uperseded by FINRA Rule 3260(b) which is identical in langu age to the applicable rule. See; DOB Exhibits 15 & 16.

18 communica tions, fraudule ntly facilitated the tran sactions and wrongfully received the proceeds of the sale. Respondent, up on the disc overy of the fr audulent act ivities, enga ged in various remedial effo rts on behalf of Client, including the repurchase o f shares of stock previously sold, the replenishm ent of Client’s holdings with the shares of stock and assisted him in th e handling of the fraud. Cli ent was subsequently made whole. a. Meaning of “ Practice ” Respondent raised d uring the hearin g as well as in the Brief and Reply Brief filed post - hear ing, that he did no t engage in “a ny dishonest or une thical pra ctice” in conne ction with t he transact ion as his failure to first obta in written disc retionary aut hority from Client to sell th e UBNK stock was an iso lated incident and t hat, theref ore, he cannot be in violatio n of Section 36b - 4 of the Statutes. The term “ practice ” is not defined in Section 36 b-4. In the absence of a statutory def inition, “ [W] ords and ph rases shall be cons trued accordi ng to the comm only approve d usage of the language; and te chnical words or phrases, and such as have acquired a p eculiar and appropr iate meaning in the l aw, shall be constru ed and understood ac cordingly.” See; Conn. Gen. Stat. § 1-1 (a). The word “practice ” has multiple defi nitions. The verb “ practice ” i s defined by Mer ri am - Webster Dictiona ry as, (1) “(a) to carry out, apply , to do or perform oft en, customa rily, or habitua lly , or to be professi onally engaged in ” such as the practice of medicine, law or, in the context of this ma tter, banking, securi ties and financial institutions. See; Merriam Webster Di ctionary online: h ttps://www.merriam - webster.com/dictionar y/practice) Practice as a noun is def ined as (1) “ (a) actual performance or ap plication , a repeated or cust omary action , the usual wa y of doing some thing , or the form, manner, and order of conducting [professional business activit ies ].” See; Merriam Web ster Dictionary online: https://www.merriam - webster.com/ dictionary/p ractice. The term “practice ” has been used in Connecticut law in sev eral instances other than the Statute s an d Reg ulations relevant in this matter, as well as used in th e Connecticut Bankin g Laws. Statutes Sec tion 36a - 608 states, in relevant part, that:

19 (a) The commission er shall make such i nvestigations as the commissioner co nsiders necessary to determine wheth er any licensee or any other per son has violat ed, is violat ing or is about to violate a ny of the provisions of se ctions 36a - 595 to 36a - 612, inclus ive, or w hether any licensee has act ed in such manner as ot herwise would j ustify the suspension o r revocation of the licen se or a refusal to renew th e license. … For purpose s of this section, “unsafe or uns ound practi ce” means a practice or conduct by a li censee or an a uthorized delegate t hat is likely to result in a material loss, insolvency or dissip ation of the licensee’s assets or other wise materially prejudice the interests o f purchasers. (Emphasis add ed). (b) The commission er may suspend, revoke or refuse to ren ew a license or take any ot her action, … (5) for engaging in a n unsafe or unsound practice. (c) Whenever it ap pears to the commissi oner that. . . (3) any licensee has. . . engaged in a n unsafe or uns ound practi ce, the commi ssioner may take action again st such person in accordance with sectio ns 36a - 50 and 36a - 52. Stat utes Section 36a - 665(b) states, in relevant part, that: “ Any person who vi olates a ny other provision of s ections 36a - 655 to 36a - 665, inc lusive, sha ll be fined not more than one thousand dolla rs for the first offense, and for ea ch subsequent off ense shall be fined not m ore than one t housand dolla rs and imprisoned n ot less than t hirty days nor more than on e year.” (Emphasis added.). Further, Section 36b - 27 of the Statute s, which grant s the Commiss ioner the juris diction over this m atter and provides f or a broad range of regu latory authori ty, cites t o “any of the pro visions of sec tions 36b - 2 to 36b - 34” as a basis to find a violati on 6 and provides for t he assessment of fines “p er violation” 7. There is no statutory requirement or inference that multiple violations or multiple insta nces of a single violation must exist for the Departmen t to find a Sta tutory or Regula tory violat ion has occurred. Theref ore, a single violation, even if it is not p art of a larger pattern, can be penalized by t he Department. The S tatutes explicitly allow for fines, c ease and desi st orders, and l icense revoc ation for indivi dual violati ons of banking la ws and R egulations. 6 See; Conn. Gen. Stat. § 36b - 27(a) & (e) 7 See; Conn. Gen. Sta t. § 36b - 27(e)

20 In addition, “General Statutes Section 36 - 25 states, in pe rtinent part, that: Proceedings by commissione r upon violati on of banking laws. (2) If, in the opinion of the commiss ioner [of banking], any [institution subject to the jurisdiction of said com miss ioner] is engagi ng or has engage d, or said commissioner h as reasonable cause to believe that the in stitution is abou t to engage, in an unsafe or unsound pract ice, or is violating or has violated, or sai d commissioner has r easonable cause t o believe that th e institution is abo ut to violate, a law ru le, regulation or o rder, said commission er may serve upon the institution a not ice of charges in respect thereof. . . .” Santa maria v. William Litwin Enter., # 056805, 1992 Conn. S uper. LEXIS 980, at 6 - 7 (Super. A pr. 13, 1992). The term ‘practices’ is also used i n the Connecticut Un fair Trade Practices Act (“CUTPA”) 8, which adopted criteria for determining when p ractice is unfair. It is well settled t hat in determining wh ether a practice vi olates CUTPA we have adopted the criteria set out in the cigarette rule b y the federal trade commissio n for determining when a practice is unfai r: (1) W hether the practi ce, without nece ssarily having been previous ly considered unlawful, off ends public pol icy as it has been establ ished by statute s, the common law, or otherwise -- in other words, it is within at least the penumbra of some common law, statutor y, or other established concept of unfairnes s; (2) whether it is immoral, unethical, oppressive, or unscrupulous; (3) whether it causes substa ntial injury t o consumers, [competitors or o ther businesspersons ]. ... All three criteria do not need to be satisfied to support a finding of unfairness. A practice may be unfair because o f the degree to which it meets one of the cri teria or because to a lesser extent it meets all three. (Internal q uotation marks omitted.) Ventres v. Goo dspeed Airport, LLC, 275 Conn. 105, 155, 8 81 A.2d 937 (2005), cert. deni ed, 547 U.S. 1111, 126 S. C t. 1913, 164 L. Ed. 2d 664 (200 6). " Thus, a violation of CUTPA may be established b y showing either an actu al deceptive pr actice. . . or a practice amounting to a violation of public polic y." Glazer v. Dress Ba rn, Inc., 274 Conn. 33, 82 - 83, 873 A.2d 929 (2005). (Internal quota tion marks omitted.). "[W] hether a prac tice is unfair and th us violates CUTP A is an issue of fact. . . . The facts found must b e viewed within the con text of the totality 8 See; Conn. Gen. Sta t. § 42 - 110b(a)

21 of circumstances wh ich are uni quely available to t he trial court." Ramirez v. Health Net of t he Northeast, Inc., 285 Conn. 1, 22, 938 A.2d 576 (2008). (I nternal quota tion marks om itted.). This court has held that a single act of miscon duct may constitu te a violation of CUT PA. See; Johnson Elec. Co. v. Salce Cont. Assocs, Inc.., 72 Conn. App. 342, 3 44, 805 A.2d 735, cert. de nied, 262 Conn. 92 2, 812 A.2d 864 (20 02) and Landmark In v. Grp, LLC v. Chung Family Realty P’ship, LLC, 125 Co nn. App. 678, 70 8, 10 A.3d 61 (2010). The Court decisions in th ese matters are instructiv e and persuasive in th eir reasoning, p articularly in light of the fact that the term is plural within the titl e of CUTPA and the Court has still found that a singular eve nt can constitut e a violation. The term “practice ” has been interp reted in a U.S. Supreme Court c ase stemming fro m an action involving san ctions levie d against an ind ividual by the Federal D eposit Insurance Corporation (“ FDIC”) Board, in whi ch, the Court stated that t he FDIC Board b egan its review of th e matter by determining, first, whether an individual had enga ged in an unsaf e or unsound ba nking practi ce. See, Calcutt v. FDIC, 598 U.S. 623, 626 - 27 (2023). Such a practice, acco rding to the Board, “is one that is ‘con trary to generall y accep ted standards of p rudent operation’ whose co nsequences are an ‘abnormal risk of l oss or harm’ to a ba nk.” Id., App. to Pet. for Cert. 150a (quoting Michael v. FDIC, 687 F. 3d 337, 352 (CA 7 2012)). (Interna l quotation marks omitted.). The Boar d held that sta ndard satisfied, concludi ng that “the record in this matter o verwhelmingl y establishes that [individual ] engaged in n umerous unsa fe or unsound pract ices.” Id. (Internal quota tion marks om itted.). The relevant question in this case was whether the individual “e ngaged or parti cipated in any uns afe or unsound practice ”. Id. (Internal quotation marks omitted.). The fi nding that it was numerous occasions and then further def ines that as the plural of pract ices gives weight to the conclus ion that one instance is eno ugh as each instan ce of the practice added together ma de numerous viola tions. Based on the analysis of the foregoing, the practice of R espondent’s failure to fir st obtain writ ten discretionary authority from the custo mer to execute th e sale of UBNK stock fr om Client’s accou nt is the only thing at issue in this m atter. Res pondent ha s argued that this does no t qualify as a practice as it i s an isolated inc ident which, ba sed on the evide nce provide d and necessary f actual findings, only occ urred

22 once. Howeve r, the acti vity need only oc cur once to be e valuated and subs equently deem ed a violation. This type of tran saction is singular in the Statutes and then encompassed in the Reg ulations where practice is pluralized as it simply lists multiple acts which could be deemed as a p ractice. It again wo uld not make se nse to require that multiple practices be violated for t here to be a violation of the Statutes or Regulations. Nor does one practice ne ed to be conducte d multiple tim es in order to ri se to the level of a violation of t he Statutes or Regulat ions. b. Actual Loss not Determinative In another matter before the U.S. Court of Appeals, Se cond Circuit, a n individual w as subject to sanctions stemmin g from a single act in which the Administr ative Law Judge (“AL J”) found to b e an unsafe and un sound practice after revea ling confidenti al information which wa s obtained thr ough a position of author ity. Cousin v. Off. of T hrift Supervision, 73 F.3d 1242, 124 6- 48 (2d Cir. 1996). The Court did not procedurally have to addre ss the finding s regarding an uns afe or unsound practice; however, it did c ite that the langu age of the applicable Statutes required, for ther e to be a viola tion, that the “ interests of. . . ho lders could be serious ly prejudiced by reason of such violati on. . . ” Id. The Cour t further opined that it thought it was unrealistic to suggest that an entity is po werless to respond to an employee’ s wrongdoing unti l actual har m to the entit y or others oc curs. Id. There only needs to be a showing of suf ficient evid ence to dem onstrate the pos sibility of se rious prejudic e resulting f ro m activities for any effe ct prong to be m et. Id. This is particul arly the case when there i s a potential for lo ss. The possibility of serious financial loss was sufficien tly evidenced b y the fact that Client’s h oldings were sold an d the proceeds tran smitted to a third pa rty, thereby ca using a tempora ry $73,000 loss. The potential for risk to Client and potential loss by Client is also evident as Cl ient had his hold ings reduce d by roughly $73, 000 without h is knowledge an d could have poss ibly lost those funds foreve r. Had Respondent n ot reme died the situ ation by repurchasi ng shares of s tock to reimburs e Client’s holdin gs, then Cli ent could have lost $73,00 0, which represen ts a significant lo ss. One of the primary pu rposes of the reference d Statutes and Regulations is to protect in dividuals, co nsumers and industry professionals from unsafe activities.

23 Barring tra ding on clients ’ accounts wi thout clients’ express a pproval makes sense and should have been a guardrail and protection a gainst the fa cts in this matter from occurring. Based on the sub stantial evidence in the record, Respondent exe cuted the sale of the UBNK sto ck without first obtaining written discretionary authority from Client.. Re spondent did n ot have the discretiona ry authority t o act in the ma nner that he di d. Further, Re spondent’s argu ment that this is not a viola tion because it did not occu r multiple tim es is not persuasiv e. Nowhere in the St atutes or Regulati ons encompass ing the allega tions require that an activity must occur more than once in order for it to be consi dered a violati on. Requiri ng that to be the case would in fact y ield an absurd resu lt and would be contrar y to the reme dial purpose of the Statutes and Regulati ons to protect all partie s involved. The fact that only one incident is allege d to b e in violation of the Statutes an d Regulations may lessen potenti al sanctions, but in no way doe s it absolve the activity as it squar ely fits withi n a prohibited practice a nd is therefor e in violation of the Statute s and Regulati ons. Lastly, Respondent clearly took numerous re medial actions f ollowing the dis covery of the fraud on behalf of Client. However, these acti ons do not cure or erase the fact that th e unauthorized tran saction occurred in the fir st place, making t he remedial action s necessary. It is commen dable that Respon dent took actions t o make Clie nt whole, but thi s goes to the m itigation of the damage alr eady caused by t he transaction itself. In no way is this decisi on stating th at Respondent i s personally une thical or dis hone st. In this light, Respondent acted responsibly, honestly and with great c are to Client. Unfortunately, this all occurred after the fact; the violation had alread y occurred due to R espondent e xercising discretionary authority in effecting th e sale of UBNK stock on Client’s account without first obtaining written discretiona ry authority fr om Client. Violations: Exercising Discretio nary Authori ty and Executing a Trade Without Express Consent of Clien t Res pondent violat ed (1); 36b - 4(b) of the Statutes by engaging in a dishonest or une thical prac tice in connectio n with the offer, sale or purchase of a secur ity and (2); Section 36b - 31 -15b(a)(8) by exercising discret ionary power in effect ing a stock sale t ransaction for Clien t’s account withou t obtaining

24 written discretionary authority prior to effec ting the transaction. As described mo re fully in the Factual Findings se ction above, th ere is evide nce in the record t o support tw o [2] such viola tions.

25 VI. ORDER Having read th e record, I hereby find suf ficient evidence to re commend to the Co mmissioner tha t the Commiss ioner ORDER, pursuant t o Sections 3 6b - 4, 36b - 15 and 36b - 2 7 of the General St atutes of Connecticut, that: 1. Goodhue CEASE AND DESIS T from violating Se ction 36 b-4 of t he Connectic ut General Statut es and Section 36b - 31 -15b(a)(8) of the Regula tions of Conne cticut State Agencies; 2. A CIVIL PE NALTY of Fifteen - Thousand Dollars ($ 15,000) be im posed upon Goodhue; 3. This Ord er shall become effectiv e when mailed. Note: All payments to be remit ted to the Depa rtment of Banki ng by electr onic funds transfer, cashier ’s check, certified check or money or der, made payable to “Treasurer, State of Connectic ut,” no later t han thirty (30) days from t he date this O rder is mail ed. Dated at Hartford, Connecticut, this 20 th day of February 202 6. ___________ ___ /s/ ________________ ______ Jorge L. Perez Banking Com missioner