sdc-risks-us-compliance-research

SDC U.S. Jurisdiction Compliance Research

Background

Spun out from sdc-dept-scaffold-mbr-absorb (2026-08-28). SDC/Risks/Affiliate-Compliance.md carried forward MBR’s compliance guardrails (FCAC, PIPEDA, CRA) as structure/precedent only — those are Canadian retail-banking rules. SDC’s own SDC/Strategy/ROADMAP.md states the actual target market is ~100% U.S. financial advisors, ~0% direct-to-investor, and no U.S.-jurisdiction research has been done. SDC/Risks/JOB_DESCRIPTION.md UPGRADES already names this as open work.

Talbot, 2026-08-28: “yes, spin out, 5_someday” — not urgent, but should not stay silently unresearched either.

[!recommendation] Proposed promotion to 1_now — Talbot’s call, frontmatter left at 5_someday Strategic-Plan v2.0 (2026-09-06) makes this Phase 1c, running in parallel with the Trust Receipt and the Strategy Library rather than after them. Reason: with go-live imminent (sdc-sdapp-deploy-miniapp), every advisor-facing output — the analysis screens, the PDF reports, the Trust Receipt’s own wording, and any future “next best step” recommendation — walks the exact line this research defines. Researching the boundary after building to it is the expensive order, and Weaknesses.md records “near zero understanding of U.S. financial advisor market and regulations” as a known gap. This is an A1 recommendation; the focus: field is unchanged pending Talbot’s decision.

Tasks

• Research the U.S. regulatory regime applicable to financial-advisor-facing leverage/debt education and software tools: SEC, FINRA, and relevant state-level investment-adviser rules.
• Identify the equivalent of MBR’s “simple referral, not regulated advice” structural boundary under U.S. law — what SDC can say/do as a software-facilitation and education provider without triggering registration as an investment adviser or broker-dealer.
• Identify disclosure requirements analogous to CIRO’s Leverage Risk Disclosure (Canada) if a U.S. equivalent exists.
• Update SDC/Risks/Affiliate-Compliance.md and SDC/Risks/JOB_DESCRIPTION.md with real U.S.-sourced guardrails, replacing the “not yet researched” flags.

Success Criteria

• SDC/Risks/Affiliate-Compliance.md’s “Jurisdiction — unresolved” section is replaced with real, cited U.S. regulatory findings.
• No claim is asserted without a primary or reputable secondary source (NEVER GUESS — this is compliance-adjacent content).

Notes

• Not urgent (focus: 5_someday) — no SDC offering currently ships that depends on this being resolved. Revisit when an offering nears a compliance-relevant release, or per Talbot’s own priority call.
• research skill available for this — deep, cited research task-type.

Context (Auto-Prepared) — 2026-08-28

Resolved File Paths

• SDC/Risks/Affiliate-Compliance.md → /mnt/d/FSS/KB/SDC/Risks/Affiliate-Compliance.md (verified: exists — the file this task’s findings feed back into)
• SDC/Risks/JOB_DESCRIPTION.md → /mnt/d/FSS/KB/SDC/Risks/JOB_DESCRIPTION.md (verified: exists — names this research as open UPGRADES work)
• SDC/Strategy/ROADMAP.md → /mnt/d/FSS/KB/SDC/Strategy/ROADMAP.md (verified: exists — states the ~100% U.S. advisor / ~0% direct-to-investor target market that makes this a U.S., not Canadian, research question)
• SDC/Strategy/Research/Investment-Debt-Providers.md → /mnt/d/FSS/KB/SDC/Strategy/Research/Investment-Debt-Providers.md (verified: exists — its “Regulatory & Legal” section covers Canadian CIRO/FCAC leverage-disclosure rules in depth; useful as a structural analog for what to look for in the U.S. regime, not as a source of U.S. facts)

KB Context

• qmd surfaced no existing U.S.-jurisdiction compliance research anywhere in the vault — this is genuinely greenfield, confirming the task’s own premise.
• A graphify community cluster labelled “Canada Leverage Advisor Regulations” exists in graphify-out/GRAPH-REPORT.md (2026-07-13) — traced to Investment-Debt-Providers.md’s CIRO/FCAC content, not a separate note. Confirms no dedicated regulation file exists to build on; this task starts from primary-source research, not a vault refresh.
• Structural precedent to match (from Affiliate-Compliance.md): the “software facilitation and mathematical analysis, never regulated advice” boundary. The Canadian analog is the CIRO “simple referral” boundary (referral vs. brokering) — find the U.S. equivalent line (likely SEC/state investment-adviser registration thresholds, “impersonal investment advice” carve-outs, or similar).

Dependencies

• Prerequisite status: all clear (none listed)
• External systems needed: web research (the research skill’s normal sourcing)
• Files that must exist before execution: none beyond those listed above (all verified present)

Execution Notes

• Model recommendation: Opus — matches the model used for sdc-behavioural-solutions-debt (the other open regulatory/behavioural research task spun out of the same refocus decision) and this task’s own risk: high frontmatter.
• Assignee: claude
• Key constraints: NEVER GUESS applies at full force here — this is compliance-adjacent content; every claim needs a primary or reputable secondary source, cited, same discipline as Investment-Debt-Providers.md’s existing research report. Do not let Canadian precedent (CIRO/FCAC) stand in for unresearched U.S. facts anywhere in the output.