Privacy Policy
Insider Information & Confidentiality Policies:
Pursuant to the SEC Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA), it is Union Square Advisors policy that no person associated with the firm may trade on material non-public information in breach of a duty of confidentiality or a relationship of trust and confidence. It is also our policy that no person associated with this firm may disclose any such information to any person inside or outside of Union Square Advisors (including to any family member) unless those persons have been formally brought over the Information Barrier and those persons have agreed to keep that information confidential and not to trade based on that information. Any employee of the firm that comes into possession of material, non-public information must immediately report that fact to the Compliance Department.
Insider Trading Defined
Insider trading involves buying or selling a security while in possession of material, non-public information about the activities or performance of the issuer of the securities, in breach of a duty of confidentiality, or a relationship of trust and confidence. Violations also include sharing such information with another person (also called tipping) who then uses that information to trade, or trading on information received third hand (also called tipped information).
Information: Information includes facts, documents, occurrences or data about which a person comes in possession. Information may be obtained directly, but may also be obtained from other persons or entities which have a relationship of trust and confidence with the issuer, including personnel of the issuer, their outside experts (such as auditors, lawyers or other investment bankers), customers or suppliers of the issuer, or other persons at Union Square Advisors. Persons may also gather information from various sources that, once put together, leads to a conclusion that is material. Although the securities laws sometimes permit trading on the basis of such “mosaic” information, as a matter of Union Square Advisors policy, such a conclusion may only be traded on or discussed with another person or entity within prescribed parameters related to the business of the issuer and Union Square Advisors.
Material: Information is material if it is the kind of information that would affect the investment decision of a reasonable investor, including speculative as well as conservative, retail as well as institutional investors. Examples of information that could be material include (but are not limited to):
- mergers, acquisitions, tender offers or restructurings;
- securities offerings or sales by insiders;
- a change in earnings or dividends;
- significant new business products or discoveries;
- initiating research coverage;
- a change in analyst’s rating, or stock price estimate;
- a change in an issuer’s credit rating;
- “tips” about news articles prior to dissemination;
- “tips” about litigation prior to filing or a verdict;
- significant shifts in operating or financial circumstances; and
- changes in significant personnel.
The information does not need to be (but of course it may be) provided by the issuer to be material. Material information can come from outside vendors, service providers, and various other sources also in a position of trust and confidence with their source of information.
Non-public: Information is non-public if it has not been distributed generally to the marketplace, or if not enough time has passed since the distribution of that information for the marketplace to have had time to react to the information.
Relationship of trust and confidence: Union Square Advisors works to build relationships with our client companies. These include companies for which we provide or are seeking to provide investment banking or advisory services. The fundamental components of such relationships are the elements of trust and confidence. In order avoid violating that trust we endeavor to keep all material nonpublic information in our possession tightly controlled. We do not use material nonpublic information for any other purpose than to serve the client who has entrusted us with their information. We do not disclose such information to anyone, inside or outside the firm who does not have a demonstrable “need to know.”
Duty of Confidentiality: A duty of confidentiality may be created by an express confidentiality agreement, or by an ongoing relationship of trust and confidence. Generally speaking, USA has a duty of confidentiality with respect to material non-public information it receives from any client or potential client.
Tipping: A person could also be in violation of the prohibition against insider trading if they provided “tipped” inside information to another person or entity (whether or not the person or entity was employed by or associated with USA) and that person or entity traded on such information. Any person or entity trading on tipped information, if they have reason to know it was provided in violation of a duty of confidentiality, is also subject to prosecution for insider trading.
Outside Consultants/Advisors/Experts Policy
All events, meetings or calls which involve an outside consultant, advisor, or subject matter expert must be approved in advance by senior management and have written authorization from Compliance. In such events, meetings or calls, USA employees must take care to ensure that any consultants that are employed by, or have recently been employed by, publicly traded companies understand that they may not, during their discussion, disclose material nonpublic information about their employer, or to disclose any other information that would violate their duty of confidentiality to persons other than their employer.
Securities Investor Protection Corporation (SIPC)
Union Square Advisors LLC is a member of SIPC. For more information or to obtain a brochure about this program, please go online to http://www.sipc.org/. Alternatively, SIPC can be reached by phone at (202) 371-8300, by fax at (202) 371-6728, by email at asksipc@sipc.org, or by mail at Securities Investor Protection Corporation, 805 15th Street, N.W., Suite 800, Washington, DC 20005-2215.
FINRA BrokerCheck
Created by FINRA in 1988, and formerly known as the Public Disclosure Program, FINRA BrokerCheck provides investors with an easy, free way to learn about the professional background, business practices, and conduct of FINRA registered firms and their brokers. To request information under this program, visit the FINRA Web site at http://brokercheck.finra.org, or call (800) 289-9999. Through this internet site or hotline, you can request a public report of background information on FINRA registered firms and their brokers. This report reflects information provided by the broker, the firms, and regulators as part of the securities industry’s registration and licensing process.
Customer Identification Program
In accordance with the regulations set forth by the US Patriot Act, the Bank Secrecy Act and the rules of the Office of Foreign Assets Control (OFAC), the Financial Crimes Enforcement Network (FinCEN), the SEC and FINRA, Union Square Advisors, LLC has in place a program to identify and report suspicious activities that could be related to money laundering or other illegal activities and to monitor and verify the identities of our customers.
What this means for you: When you open an account or otherwise establish a business relationship with Union Square Advisors, we may ask for your name, address, date of birth, social security number or taxpayer ID and other information that will allow us to positively identify you. We may also ask to see your driver’s license, corporate formation documents or other identifying documents as applicable.
Union Square Advisors reserves the right to refuse to open any account, or close an existing account, at any time if information requested pursuant to an AML inquiry is refused.
Use of Links
This Site contains links to third party web sites. These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Union Square Advisors of any information contained in any third party web website. In no event shall Union Square Advisors be responsible for the information contained on that website or your use of or inability to use such website. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of this Site.
