Millennium Settles Charges of Illegal Short Selling in Advance of Stock Offerings

Investment advisory firm Millennium Management LLC has agreed to pay more than $630,000 to settle charges that it shorted U.S. stocks in companies planning follow-on offerings and then illegally bought shares in the follow-on offerings.   

An SEC investigation found that Millennium violated an anti-manipulation provision of the federal securities laws known as Rule 105 on four occasions in 2012.  Rule 105 prohibits short selling an equity security during a restricted period (generally five business days before a covered public offering) and then purchasing that same security through the offering.  By illegally purchasing shares in the follow-on offerings, Millennium reaped $286,889 in illicit profits.

“Millennium established and maintained certain accounts that improperly participated in public offerings despite other firm accounts being short the relevant securities,” said Sanjay Wadhwa, Senior Associate Director of the SEC’s New York Regional Office.  “We will continue to actively surveil for, and charge, violations of Rule 105 where appropriate.”

Millennium must pay disgorgement of $286,889 plus interest of $51,820.11 and a penalty of $300,000 for a total of $638,709.11.  Without admitting or denying the findings in the SEC’s order, Millennium agreed to cease and desist from violating Rule 105 in the future.

The SEC’s investigation was conducted by Nathaniel I. Kolodny, Elizabeth Butler, and Thomas P. Smith Jr.  The case was supervised by Mr. Wadhwa. 

SEC Press Release

--- If you believe need help with a securities litigation, arbitration or litigation issue, email Mark Astarita or call 212-509-6544 to speak to a securities lawyer.

Day Trader Charged in Brokerage Account Takeover Scheme

The Securities and Exchange Commission today charged a day trader based in the Philadelphia area with participating in a scheme to access the brokerage accounts of more than 100 unwitting victims and make unauthorized trades to artificially affect the stock prices of various companies.

The SEC alleges that Joseph P. Willner generated at least $700,000 in illicit profits by trading in the same securities in his own accounts and taking advantage of the artificial stock prices that resulted from the unauthorized trades placed in the victims’ accounts.

Willner’s activities were detected despite his efforts to disguise his real identity while communicating with at least one other individual through online direct messaging applications using a pseudonym, according to the SEC’s complaint.  “Legal trading too hard” is among the online messages noted in the SEC’s complaint.  To mask his payments to the other individual as part of a profit-sharing arrangement, Willner allegedly transferred proceeds of profitable trades to a digital currency company that converts U.S. dollars to Bitcoin and then transmitted the bitcoins as payment. 

The SEC’s investigation is continuing.

“Account takeovers are an increasingly significant threat to retail investors, and it is exactly the type of fraud our new Cyber Unit is focusing on,” said Stephanie Avakian, Co-Director of the SEC’s Division of Enforcement.  “We are committing substantial resources to combating cyber-based threats to protect investors and our markets from intruders who manipulate the system for their own illicit gain.”

The SEC’s complaint, filed in U.S. District Court for the Eastern District of New York, alleges that Willner engaged in fraud and market manipulation in violation of federal securities laws and related SEC rules.  The SEC seeks the return of ill-gotten gains plus interest and penalties and a permanent injunction.

In a parallel action, the U.S. Attorney’s Office for the Eastern District of New York and the U.S. Department of Justice Criminal Division’s Fraud Section filed criminal charges against Willner.

The SEC’s investigation has been conducted by Susan Cooke Anderson, Eric Forni, Marcus Fruchter, Andrew McFall, Mark Albers, Darren Boerner, and John Marino with assistance from Alex Lefferts in the Center for Risk and Quantitative Analytics and Stuart Jackson in the Division of Economic and Risk Analysis.  The case is being supervised by Chief of the Cyber Unit Robert Cohen, Chief of the Market Abuse Unit Joseph Sansone, Kathryn Pyszka, and Michele Perillo.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the Eastern District of New York, the Department of Justice’s Criminal Fraud Section, the Federal Bureau of Investigation, and the Financial Industry Regulatory Authority.

SEC Press Release

--- If you believe need help with a securities litigation, arbitration or litigation issue, email Mark Astarita or call 212-509-6544 to speak to a securities lawyer.

UBS Ordered to Pay Florida Broker $3 Million for Defamation

The unlawful terminations of brokers, and then U-5 defamation, has been with us for decades. FINRA's decision to place unfounded, unproven and unsworn allegations on its website has only made matters worse.



UBS is probably one of the worse offenders, but that may be changing. An arbitration panel has ordered UBS to pay a former top producer in Florida $3 million for defamation as a result of its attempts to keep his clients after he left the company. The firms do this far too often. They trump up a reason to fire a broker, hold is U-5 to delay his registration at a new firm, and have the entire branch office call his clients the second he leaves the office.



Then to make sure the deal is done, the firm files a dirty U-5 which not only delays his registration at a new firm, but causes clients, and new employers, to look elsewhere.



The UBS award is reported to be one of the largest related solely to defamation and hopefully sends a message to these broker-dealers. Unfortunately in the case of UBS, it is not even a drop in the bucket.



UBS Ordered to Pay Florida Broker $3 Million for Defamation 

SEC Names Peter B. Driscoll as Director of the Office of Compliance Inspections and Examinations

The Securities and Exchange Commission today announced that Peter B. Driscoll has been named Director of the agency’s Office of Compliance Inspections and Examinations (OCIE).  Mr. Driscoll has served as OCIE’s Acting Director since January 2017.

OCIE is responsible for directing the SEC’s National Examination Program.  National Examination Program staff conduct examinations of SEC-registered investment advisers, investment companies, broker-dealers, self-regulatory organizations, and transfer agents, among others.  The National Examination Program uses a risk-based approach to fulfill its mission of promoting compliance with the U.S. securities laws, preventing fraud, monitoring risk, and informing policy.    

“Pete has been an exceptional leader of the National Examination Program since taking over as Acting Director of OCIE, including advancing the use of technology to make the Program more effective,” said Chairman Jay Clayton.  “With over 15 years of experience at the SEC as an attorney, examiner, and manager, I am confident that Pete and OCIE’s dedicated staff will continue to advance the interests of investors across the country.” 

Mr. Driscoll added, “I am grateful for the opportunity to lead OCIE, and to continue to work with Chairman Clayton, the Commissioners, and our colleagues across the agency to protect investors and ensure market integrity.  It is my privilege to work alongside our talented and dedicated examiners who serve as the eyes and ears of the Commission.”

Mr. Driscoll was named as OCIE’s first Chief Risk and Strategy Officer in March 2016 after previously serving as OCIE’s Managing Executive from February 2013 through February 2016.  He first joined the Commission as a summer legal intern in the Chicago Regional Office in 2000.  He rejoined the SEC in 2001 as a staff attorney in the Division of Enforcement and was later a Branch Chief and Assistant Regional Director in OCIE’s Investment Adviser and Investment Company examination program. 

Mr. Driscoll began his career with Ernst and Young LLP and held several accounting positions in private industry.  He earned a B.S. in Accounting as well as a J.D. from St. Louis University.  He is licensed as a certified public accountant and is a member of the Missouri Bar Association. 

SEC Press Release

--- If you believe need help with a securities litigation, arbitration or litigation issue, email Mark Astarita or call 212-509-6544 to speak to a securities lawyer.

SEC Announces Measures to Facilitate Cross-Border Implementation of the European Union's MiFID II's Research Provisions

Today, following consultation with European authorities, and in response to concerns that investors could lose access to valuable research, the staff of the U.S. Securities and Exchange Commission issued three related no-action letters. These letters are designed to provide market participants with greater certainty regarding their U.S. regulated activities as they engage in efforts to comply with the European Union’s (EU) Markets in Financial Instruments Directive (MiFID II) in advance of the Jan. 3, 2018, implementation date.

The no-action relief provides a path for market participants to comply with the research requirements of MiFID II in a manner that is consistent with the U.S. federal securities laws. More specifically, and subject to various terms and conditions: (1) broker-dealers, on a temporary basis, may receive research payments from money managers in hard dollars or from advisory clients' research payment accounts; (2) money managers may continue to aggregate orders for mutual funds and other clients; and (3) money managers may continue to rely on an existing safe harbor when paying broker-dealers for research and brokerage.

"Today's no-action relief was designed with input from a range of market participants to reduce confusion and operational difficulties that might arise in the transition to MiFID II's research provisions," said SEC Chairman Jay Clayton. "Staff's letters take a measured approach in an area where the EU has mandated a change in the scope of accepted practice, and accommodate that change without substantially altering the U.S. regulatory approach. These steps should preserve investor access to research in the near term, during which the Commission can assess the need for any further action.  Cooperation with European authorities, including the European Commission, has been instrumental to the SEC's efforts, and I welcome the additional guidance the EC published today. We look forward to continued dialogue on this and other important issues."

The temporary no-action relief facilitates compliance with the new MiFID II research provisions while respecting the existing U.S. regulatory structure. It also is intended to provide the staff with sufficient time to better understand the evolution of business practices after implementation of the MiFID II research provisions. During the period of the temporary relief, the staff will monitor and assess the impact of MiFID II's research provisions on the research marketplace and affected participants in order to determine whether more tailored or different action, including rulemaking, is necessary and appropriate in the public interest.

To facilitate the staff's monitoring and assessment efforts with respect to the temporary no-action relief, SEC staff encourages members of the public to make their views known on these matters via webform or e-mail.  In particular, staff invites the public to provide data and other information relating to the impact of MiFID II's research provisions on broker-dealers (including any changes to their business models), investors, and the quantity and quality of research. Comments would be appreciated by one year before the expiration of the period of temporary relief.

FACT SHEET

Division of Investment Management No-Action Relief

• The Division of Investment Management provided temporary relief for thirty (30) months from MiFID II's implementation date under the Investment Advisers Act of 1940 ("Advisers Act") to permit a broker-dealer to receive payments in hard dollars or through MiFID-governed research payment accounts from MiFID-affected clients without being considered an investment adviser. In connection with this temporary relief, the staff will continue to monitor and assess the impact of MiFID II's requirements on the research marketplace and affected participants in order to ascertain whether more tailored or different action, including rulemaking, is necessary and appropriate in the public interest.
• The Division of Investment Management also provided relief under the Investment Company Act of 1940 and the Advisers Act to permit investment advisers to continue to aggregate client orders for purchases and sales of securities, where some clients may pay different amounts for research because of MiFID II requirements, but all clients will continue to receive the same average price for the security and execution costs. This relief provides clarity and consistency to investment advisers by permitting the continued aggregation of orders while addressing the differing arrangements regarding the payment for research that will be required by MiFID II.

Division of Trading and Markets No-Action Relief

• The Exchange Act Section 28(e) safe harbor addresses the manner in which a money manager can use client commissions to purchase "brokerage and research services" without breaching its fiduciary duty. In the U.S., money managers often use client commission arrangements to obtain brokerage and research services from a broker-dealer, using a single, "bundled" commission that is separated after execution to pay for order execution and research.
• Under MiFID II, money managers may make payments to an executing broker-dealer out of client assets for research alongside payments for order execution, and the executing broker-dealer must transmit the payments for research into research payment accounts ("RPAs").

The Division of Trading and Markets provided relief to allow money managers to operate within the safe harbor if the money manager makes payments for research to an executing broker-dealer out of client assets alongside payments for execution through the use of an RPA that conforms to the requirements for RPAs in MiFID II, and the executing broker-dealer is legally obligated to pay for the research, provided that all other applicable conditions of Section 28(e) are met.

SEC Press Release

--- If you believe need help with a securities litigation, arbitration or litigation issue, email Mark Astarita or call 212-509-6544 to speak to a securities lawyer.

Former Private Equity Firm Partner Charged With Secretly Billing Clients for His Vacations and Salon Visits

The Securities and Exchange Commission today charged Mohammed Ali Rashid, a former senior partner at Apollo Management L.P., with defrauding his fund clients by secretly billing them for approximately $290,000 in personal expenditures, including his family vacations, visits to a hair salon, and purchases of designer clothing and high-end electronics.

The SEC’s complaint alleges that Rashid falsely claimed that certain individuals accompanied him to dinners to make it appear various personal expenses had a business purpose, and he doctored a receipt in an effort to justify his purchase of a $3,500 suit for his father as a business expense.

“As alleged in our complaint, despite earning millions of dollars, Rashid used client money to fund his lifestyle and personal expenses, including family vacations, designer clothing, and spa services.  Rashid knew what he was doing was wrong because he took active steps to conceal his misconduct,” said Anthony Kelly, Co-Chief of the SEC Enforcement Division’s Asset Management Unit.

According to the SEC’s complaint, despite being caught by the firm and told to stop on two occasions in 2010 and 2012, Rashid continued to expense personal items to clients into 2013.  After he was confronted about his expenses for a third time, Rashid admitted that he charged approximately $220,000 in personal expenses.  A forensic accountant then uncovered additional personal expenses that Rashid improperly charged to clients.

The SEC’s complaint alleges that Rashid violated, and in the alternative aided and abetted violations of, Sections 206(1) and 206(2) of the Investment Advisers Act of 1940.

The SEC’s investigation was conducted by Donna Norman of the Asset Management Unit and Duane Thompson, and the litigation will be led by Mr. Thompson.  The case is being supervised by Jan Folena and Corey Schuster.

SEC Press Release

--- If you believe need help with a securities litigation, arbitration or litigation issue, email Mark Astarita or call 212-509-6544 to speak to a securities lawyer.

Biotech Employee Charged With Insider Trading Ahead of Company’s Announcements About Breast Cancer Drug

The Securities and Exchange Commission today charged the former senior director of regulatory affairs for Puma Biotechnology with insider trading ahead of the company’s news announcements about its drug to treat breast cancer.

 

The SEC alleges that Robert Gadimian pocketed more than $1.1 million in illicit profits by secretly purchasing Puma stock and short-term call options based on nonpublic information he learned about positive developments in two clinical trials for Puma’s drug, neratinib.  Gadimian allegedly bought Puma securities before the results from the first trial were announced in December 2013 and again before the results of the second trial were announced in July 2014.

 

According to the SEC’s complaint, Puma confronted Gadimian after learning about his trades and he admitted to trading because of “greed.”  Gadimian allegedly proceeded to alter his trading records before providing them to Puma for its internal investigation, deleting certain trades in Puma securities and renumbering the pages of the altered documents to hide his changes.  Gadimian was fired in October 2014.

 

“We allege that Gadimian used valuable confidential information about his employer’s drug trials to trade illegally and enrich himself,” said Antonia Chion, Associate Director in the SEC’s Division of Enforcement. 

 

In a parallel case, the U.S. Attorney’s Office for the District of Massachusetts today announced criminal charges against Gadimian.

 

The SEC’s investigation was conducted by Timothy K. Halloran with assistance from Martin L. Zerwitz and Michael C. Baker of the Enforcement Division’s Market Abuse Unit.  The case was supervised by Deborah A. Tarasevich, Ms. Chion, and Robert A. Cohen, Co-Chief of the Market Abuse Unit.  The litigation will be conducted by Jonathan P. Hooks and Mr. Halloran.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of Massachusetts, the Federal Bureau of Investigation, and the Financial Industry Regulatory Authority.  

SEC Press Release

Supervisory Failures leads to 15 Million Dollar Fine

The SEC fined UBS $15 million for systematically failing to train its advisers in complex products they sold to unsophisticated investors

On Wall Street Article

SEC Files Insider Trading Charges Against Peruvian Traders Using Overseas Accounts

The Securities and Exchange Commission today charged two lawyers and a brokerage firm manager in Peru with insider trading prior to the merger of two mining companies.

 

The SEC alleges that Nino Coppero del Valle, who worked at Canadian-based HudBay Minerals Inc., tipped his close friend and fellow attorney Julio Antonio Castro Roca with material nonpublic information about a tender offer his company submitted to acquire the shares of Arizona-based Augusta Resource Corp.  Castro allegedly traded on the inside information through a brokerage account held by a shell company he set up in the British Virgin Islands in an attempt to avoid having the trades traced back to him and Coppero.  According to the SEC’s complaint, Castro and Coppero made more than $112,000 in illicit profits from these unlawful trades.

 

The SEC further alleges that Coppero tipped an acquaintance Ricardo Carrion when seeking his advice about making illegal trades untraceable.  According to the SEC’s complaint, Carrion exploited the inside information and caused his brokerage firm to purchase Augusta Resource shares ahead of the tender offer announcement.  Carrion’s firm obtained $73,000 in alleged profits.

 

“As alleged in our complaint, Coppero breached his duty to his employer by tipping Castro and Carrion in advance of any public announcement about HudBay’s impending tender offer,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office.  “Try as they might, overseas traders shouldn’t presume they can cover their tracks to avoid detection and scrutiny from U.S. law enforcement when they violate insider trading laws.”

 

The SEC’s complaint charges Coppero and Castro with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.  Coppero, Castro, and Carrion are charged with violating the prohibitions against trading ahead of the announcement of a tender offer contained in Exchange Act Section 14(e) and Rule 14e-3.  The complaint seeks disgorgement of ill-gotten gains plus interest and penalties among other things.

 

The SEC’s investigation is continuing.  It is being conducted by Jorge G. Tenreiro and Thomas P. Smith Jr. of the New York office.  The litigation will be led by Preethi Krishnamurthy and Mr. Tenreiro.  The case is being supervised by Sanjay Wadhwa.  The SEC appreciates the assistance of the Financial Industry Regulatory Authority.

SEC Press Release

SEC Charges CEO and Boiler Room Operator With Fraud

The Securities and Exchange Commission today charged a former microcap company CEO and a boiler room operator with defrauding seniors and others who were pressured to invest in a pair of penny stock companies and promised lucrative profits.

 

The SEC alleges that Craig V. Sizer founded Sanomedics Inc. and Fun Cool Free Inc., which were purportedly in the business of selling non-contact infrared thermometers and software applications respectively, and he hired Miguel “Michael” Mesa to help him attract and defraud investors in both companies.  Sizer allegedly provided Mesa with a list of pitch points for use by boiler-room agents hired by Mesa to sell shares of the stocks based on misrepresentations that investor funds would be used for research and development and no sales commissions would be paid out of investor funds.  According to the SEC’s complaint, Sizer and Mesa misappropriated approximately 90 percent of the funds raised from investors, enriching themselves and paying sales commissions to the boiler-room agents.  Several hundred investors nationwide were allegedly defrauded out of a total of approximately $20 million.

 

“We allege that Sizer and Mesa fraudulently touted Sanomedics and Fun Cool Free stocks as profitable investments while in fact only Sizer and Mesa and the sales agents were profiting at the expense of investors, many of whom were seniors,” said Eric I. Bustillo, Director of the SEC’s Miami Regional Office.

 

In a parallel action, the U.S. Attorney’s Office for the Southern District of Florida today announced criminal charges.

 

Sizer and Mesa have agreed to partial settlements of the SEC’s charges without admitting or denying the allegations.  They both agreed to be barred from future penny stock offerings, and Sizer agreed to be barred from serving as an officer or director of a public company.  Financial sanctions will be decided by the court at a later date.  The SEC’s complaint alleges that Sizer and Mesa violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.  Mesa also allegedly violated Section 15(a) of the Exchange Act, and Sizer allegedly aided and abetted Mesa’s violations.

 

The SEC’s continuing investigation is being conducted by Gary M. Miller and Eric E. Morales of the Enforcement Division’s Microcap Fraud Task Force in the Miami office, and the case has been supervised by Elisha L. Frank and Jason R. Berkowitz of the Microcap Fraud Task Force.  The SEC’s litigation is being led by Alejandro O. Soto.  The SEC appreciates the assistance of the Federal Bureau of Investigation and the U.S. Attorney’s Office for the Southern District of Florida.

SEC Press Release

''Movie Studio'' Executives Charged With Microcap Fraud

The Securities and Exchange Commission today charged three company executives with defrauding investors in a purported project to construct the largest movie studio in North America at a suburban location outside Savannah, Georgia.

 

The SEC alleges that Manu Kumaran, the founder and former chairman and CEO of a startup movie production company called Medient Studios and later Moon River Studios, schemed with his successor CEO Jake Shapiro to make an assortment of false and misleading statements in press releases and corporate filings.  They allegedly claimed that construction was underway and projected dates by which the studio would be operational while knowing full well they did not have anywhere near sufficient funding to begin building the touted "Studioplex."  In addition, Kumaran, Shapiro, and Roger Miguel – the CEO of a separate successor public company called Fonu2 that also operated under the name Moon River Studios – are alleged to have backdated and falsified promissory notes as part of a scheme to issue common stock in exchange for financing. 

 

The SEC further alleges that while the Studioplex never materialized and the company eventually shuttered without releasing a single movie or video game, Kumaran and Shapiro nonetheless enriched themselves in the process.  According to the SEC’s complaint, Kumaran spent an average of $1,700 per day of company funds on his globetrotting travel and personal expenses from April 2014 to June 2014 after claiming publicly that he did not draw a salary and assuring shareholders that all funds were being used to benefit the company.  Shapiro allegedly misappropriated company funds for personal use after becoming CEO and lived in a house worth nearly a million dollars that was paid for by the company.

 

Miguel agreed to settle the charges against him without admitting or denying the allegations.  He agreed to be barred from participating in any penny stock offerings or serving as a public company officer or director for five years, and the court will determine monetary sanctions at a later date.  The settlement is subject to court approval. The litigation continues against Kumaran and Shapiro.  The SEC's complaint was filed in U.S. District Court for the Southern District of Georgia.

 

Three company directors who are not alleged to have participated in the fraud were separately charged with violating federal securities laws by failing to timely report their stock transactions in the company while serving on its board.  Former New York Democratic Governor David A. Paterson and music producer Charles A. Koppelman each agreed to pay $25,000 penalties to settle the charges against them without admitting or denying the findings.  An administrative proceeding was instituted against Matthew T. Mellon II, a businessman and former chairman of the New York Republican Party Finance Committee.  The matter will be scheduled for a public hearing before an administrative law judge, who will prepare an initial decision stating what, if any, remedial actions are appropriate.

 

"We allege that Kumaran and Shapiro preyed upon investor interest in the movie industry and financed their own lifestyles rather than build the promised Studioplex,” said Walter Jospin, Director of the SEC’s Atlanta Regional Office.  "Koppelman, Paterson, and Mellon allegedly failed in their personal responsibility to comply with the beneficial ownership reporting requirements of the federal securities laws." 

 

The SEC’s continuing investigation has been conducted by Joshua M. Dickman of the Atlanta office under the supervision of Aaron W. Lipson and William P. Hicks.  The litigation to determine the merits of the allegations against Kumaran and Shapiro will be led by Wm. Shawn Murnahan and M. Graham Loomis with the assistance of Shannon Statkus from the U.S. Attorney’s Office for the Southern District of Georgia.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the Southern District of Georgia.

SEC Press Release

SEC Charges Hedge Fund Manager Leon Cooperman With Insider Trading

The Securities and Exchange Commission today charged hedge fund manager Leon G. Cooperman and his firm Omega Advisors with insider trading based on material nonpublic information he learned in confidence from a corporate executive.

The SEC alleges that Cooperman generated substantial illicit profits by purchasing securities in Atlas Pipeline Partners (APL) in advance of the sale of its natural gas processing facility in Elk City, Oklahoma.  Cooperman allegedly used his status as one of APL’s largest shareholders to gain access to the executive and obtain confidential details about the sale of this substantial company asset.  Cooperman and Omega Advisors allegedly accumulated APL securities despite explicitly agreeing not to use the material nonpublic information for trading purposes, and when APL publicly announced the asset sale its stock price jumped more than 31 percent. 
 

According to the SEC’s complaint, when Omega Advisors received a subpoena nearly a year-and-half later about its trading in APL securities, Cooperman contacted the executive and tried to fabricate a story to tell if questioned about this trading activity.  The executive was shocked and angered when he learned that Cooperman traded in advance of the public announcement. 

 

“We allege that hedge fund manager Cooperman, who as a large APL shareholder obtained access to confidential corporate information, abused that access by trading on this information,” said Andrew J. Ceresney, Director of the SEC’s Division of Enforcement.  “By doing so, he allegedly undermined the public confidence in the securities markets and took advantage of other investors who did not have this information.”

 

The SEC’s complaint further charges Cooperman with failing to timely report information about holdings and transactions in securities of publicly-traded companies that he beneficially owned, alleging that he violated federal securities laws more than 40 times in this regard. 

 

The SEC’s complaint was filed in federal district court in Philadelphia and seeks disgorgement of ill-gotten gains plus interest, penalties, and permanent injunctions against Cooperman and Omega Advisors as well as an officer-and-director bar against Cooperman.

 

The SEC’s investigation was conducted by Brendan P. McGlynn, Oreste P. McClung, Patrick A. McCluskey, and Polly A. Hayes of the Philadelphia Regional Office, and supervised by G. Jeffrey Boujoukos.  The litigation will be led by David L. Axelrod and Mark R. Sylvester.  The SEC appreciates the assistance of the Financial Industry Regulatory Authority.

SEC Press Release

“Stock Trading Whiz Kid” to Pay $1.5 Million to Settle Stock Newsletter Fraud Charges

The Securities and Exchange Commission today announced that a self-proclaimed “stock trading whiz kid” and his stock newsletter company in Los Angeles have agreed to pay nearly $1.5 million to settle charges that they defrauded subscribers through false statements and misrepresentations.

According to the SEC’s complaint, Manuel E. Jesus and his newsletter company Wealthpire Inc. used advertising materials and websites touting him as “the untutored prodigy of stock investing” under the alias Manny Backus.  A self-purported “math whiz” who boasted a “skyscraping” IQ and training as a professional chess player, Backus claimed to be actively trading in the stock market with “real money” by age 19.  The SEC’s complaint also states that Wealthpire materials claimed that Backus made millions of dollars before “deciding to help other investors” by starting an alert service that let traders copy his every trading move.

The SEC alleges that from at least January 2012 to September 2014, Backus was not trading in the same stocks recommended by his services as he claimed.  He wasn’t the one making all of the recommendations either.  For instance, the SEC’s complaint alleges that Robert C. Joiner was paid by Wealthpire to make all of the stock picks for one alert service without any guidance from Backus on how to choose them.  Joiner allegedly posed as Backus during chat room sessions by signing in using a password that Backus supplied, and Joiner told investors that he was buying and selling certain recommended stocks when no such transactions were actually taking place.  Joiner also is named in the SEC’s complaint and agreed to settle the case.

The SEC’s complaint alleges a series of other misrepresentations to Wealthpire subscribers as well, including false claims about one particular stock alert service that purportedly made historic trading recommendations that yielded huge past returns higher than 1,400 percent.

“Investors who subscribe to trading alert services are relying on the purported expertise and success of those making the stock recommendations, but Wealthpire and Backus instead circulated repeated lies and falsehoods,” said Michele Wein Layne, Director of the SEC’s Los Angeles Regional Office.

The SEC has warned investors that investment newsletters can be used as tools for fraud, noting in an investor alert for example to beware false performance claims misrepresenting the track record of the newsletter’s investment recommendations and be suspicious if the newsletter does not disclose having received any compensation.

Backus and Wealthpire agreed to pay disgorgement of $1,135,145 plus interest of $112,902, and Backus also must pay a $235,000 penalty.  Without admitting or denying the allegations, Backus, Wealthpire, and Joiner consented to the entry of a final judgment permanently enjoining each of them from future violations of the antifraud provisions of the federal securities laws.  

The SEC’s investigation was conducted by Lucee Kirka and supervised by Robert Conrrad of the Los Angeles office.  

SEC Press Release

SEC Charges CEO and Paid Promoter With Fraudulently Promoting Stock of Las Vegas Health Products Company

The Securities and Exchange Commission today charged the CEO of a sexual health products retailer and a paid promoter with orchestrating fraudulent promotional campaigns to tout the company’s stock.

 

The SEC alleges that Scott S. Fraser, who also was a major shareholder in Las Vegas-based Empowered Products Inc., separately ran a newsletter publishing business and hired Nathan Yeung to secretly help him promote Empowered Products through online newsletter articles purportedly authored by independent writers.  But Fraser and Yeung actually authored, authorized, and distributed the rosy articles about Empowered Products themselves, working under such pseudonyms as “Charlie Buck” and then hiring other promoters to disseminate the promotions to their respective subscriber lists in exchange for fees.  Meanwhile the promotions failed to disclose that Empowered Products and Fraser approved and paid for the advertisements.

 

“When promoters fail to disclose their relationship with a company they’re touting, they give investors a false impression that an investment recommendation is objective,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office.  “We allege that Fraser and Yeung deliberately touted Empowered Products without disclosing the company’s involvement with the promotions.”

 

The SEC’s complaint charges Fraser, his newsletter company Contrarian Press, and Yeung with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 as well as Section 17(b) of the Securities Act of 1933.  The complaint further charges Fraser with aiding and abetting violations by Contrarian Press, and seeks to hold him liable as a control person of the company.  The complaint also charges Yeung with aiding and abetting violations by Fraser and Contrarian Press.

 

The SEC’s investigation was conducted by Tejal Shah, Alexander Janghorbani, Douglas Smith, and Sandeep Satwalekar of the New York office and Joseph Darragh of the Microcap Fraud Task Force.  The case is being supervised by Lara Shalov Mehraban.  The litigation will be led by Mr. Janghorbani and Ms. Shah.
 

SEC Press Release

SEC: Purported Green Technology Company Defrauding Investors

The Securities and Exchange Commission today charged a California-based company and two executives with using baseless financial projections and other misleading statements to defraud investors in a venture to manufacture environmentally-friendly building materials.

The SEC alleges that Enviro Board Corporation and its co-chairmen/CEOs Glenn Camp and William Peiffer raised approximately $6 million from investors during a four-year period by using documents predicting company earnings ranging from $18 million to $95 million per year.  They allegedly lacked any reasonable basis for such estimates amid persistent manufacturing problems plaguing the company since its inception.  Enviro Board claimed its green materials had already been used in residential and commercial construction projects, yet the company has never developed a commercially viable mill to manufacture its products.  Among other alleged misrepresentations to investors were claims to have secured $161 million in financing from a “vendor” that turned out to be nothing more than an entity created by Peiffer that lacked the resources to actually make such a loan.

Meanwhile, according to the SEC’s complaint filed in federal court in Los Angeles, Camp and Peiffer and their primary salesman Joshua Mosshart have paid themselves approximately $2.6 million in compensation out of investor funds.  Mosshart also is named in the SEC’s complaint and charged with selling unregistered securities and acting as an unregistered broker.

“We allege that Enviro Board appealed to investors’ desires to benefit the environment by creating the false impression that it was on the cusp of lucrative operations.  But Camp and Peiffer were merely lining their own pockets while their unviable manufacturing process has failed to commercialize after nearly 20 years of trying,” said Michele Wein Layne, Director of the SEC’s Los Angeles Regional Office.

The SEC’s complaint charges Enviro Board, Camp, and Peiffer with violating Section 17(a)(2) of the Securities Act of 1933 as well as Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b).  The complaint further charges Camp and Mosshart with violating Sections 5(a) and 5(c) of the Securities Act and Mosshart with violating Section 15(a) of the Exchange Act.  The complaint seeks permanent injunctions, disgorgement of ill-gotten gains plus interest and penalties, and officer-and-director bars against Camp and Peiffer. 

The SEC’s investigation was conducted by William Fiske, Peter Del Greco, Maria D. Rodriguez, and Marc Blau of the Los Angeles office, and the litigation will be led by Gary Leung and supervised by John W. Berry.  The SEC appreciates assistance from the Financial Industry Regulatory Authority.

SEC Press Release

SEC: Investment Adviser Boasted Phony Assets and Track Record, Stole From Client

The Securities and Exchange Commission today announced fraud charges against a San Francisco man and his investment advisory firm accused of pretending to manage millions of dollars in assets and then stealing money from the first client who invested with them based on their misrepresentations.

The SEC alleges that Nicholas M. Mitsakos and Matrix Capital Markets, which is a state-registered investment adviser in California, solicited investors in a purported hedge fund while falsely marketing themselves as experienced money managers with a highly successful track record.  They claimed assets under management in the millions when in fact they did not manage any client assets at all, and they fabricated a hypothetical portfolio of investments earning 20 to 66 percent annual returns and passed it off to investors as real trading.  When Mitsakos and Matrix Capital Markets were given $2 million in client assets to manage in September 2015, they proceeded to steal approximately $800,000 from that client and used most of it to pay for unauthorized personal and business expenses.

“We allege that Mitsakos and his firm tried to lure prospective investors with a mirage of assets under management and phony performance results, and when they finally won some actual business from a client, they proceeded to steal a large portion of it,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office.  “Whenever pitched an investment opportunity with claims of lofty historical performance, it’s important for investors to take the time to verify the information and make sure they’re getting the truth before deciding to invest.”

In a parallel action, the U.S. Attorney’s Office for the Southern District of New York today announced criminal charges against Mitsakos.

The SEC’s complaint was filed in U.S. District Court for the Southern District of New York and charges Mitsakos and Matrix Capital Markets with violating the antifraud provisions of the federal securities laws.  Mitsakos also is charged with aiding and abetting Matrix Capital’s violations.  The SEC seeks permanent injunctions and disgorgement of ill-gotten gains plus penalties.

The SEC’s continuing investigation is being conducted by Alison R. Levine, Kerri Palen, Alex Janghorbani, and Valerie A. Szczepanik, and the case is supervised by Lara S. Mehraban.  The litigation will be led by Alex Janghorbani and Alison R. Levine.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the Southern District of New York.

SEC Press Release

SEC Charges Stockbroker and Friend With Insider Trading

The Securities and Exchange Commission today charged a stockbroker and his friend with participating in an insider trading scheme to profit in advance of two major announcements out of a pharmaceutical company. 

The SEC alleges that Paul T. Rampoldi coordinated the insider trading with two other brokers at his firm as well as a then-IT executive at Ardea Biosciences.  The Ardea employee tipped one of the brokers ahead of the company’s announcement of an agreement to license a cancer drug and later tipped him in advance of its acquisition by AstraZeneca PLC.  The SEC charged the other two brokers and the Ardea employee last year.

According to the SEC’s complaint filed in federal court in San Diego today against Rampoldi and William Scott Blythe III, they made approximately $90,000 in illicit profits by trading ahead of those announcements based on nonpublic information that flowed to them through one of the fellow brokers who learned it from the other after he was tipped by the IT executive.  It was decided that in order to evade detection by the compliance department at the brokerage firm where Rampoldi and the others worked, Blythe would fund the purchase of Ardea call option contracts in a brokerage account he held at a different brokerage firm, and they would subsequently divide the profits among them.

“As a stockbroker, Rampoldi should have known better than to allegedly trade on tips about significant corporate events before they were announced,” said Sharon B. Binger, Director of the SEC’s Philadelphia Regional Office.  “We further allege that Rampoldi and Blythe tried to evade detection by hiding their trading elsewhere, but to no avail.”

In a parallel action, the U. S. Attorney’s Office for the Southern District of California today brought criminal charges against Rampoldi and Blythe.

The SEC’s complaint charges Rampoldi and Blythe with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.  The SEC seeks permanent injunctions as well as disgorgement, interest, and penalties.

The SEC’s investigation was conducted by Patricia A. Paw, John S. Rymas, Daniel Koster, and Brendan P. McGlynn of the Philadelphia office, and supervised by G. Jeffrey Boujoukos.  The litigation will be led by David L. Axelrod and Michael J. Rinaldi.  The SEC appreciates the assistance of the U. S. Attorney’s Office for the Southern District of California, Federal Bureau of Investigation, and Financial Industry Regulatory Authority.

SEC Press Release

SEC Charges Cardiologist With Insider Trading on Confidential Drug Trial Developments

The Securities and Exchange Commission today charged a cardiologist with insider trading on confidential developments as he worked on a clinical drug trial.   

The SEC alleges that Dr. Edward Kosinski of Weston, Connecticut, traded in advance of two negative news announcements by Regado Biosciences, which was pursuing a drug called REG-1 to regulate clotting in patients undergoing coronary angioplasty.  Kosinski, who served as principal investigator of the drug trial, got advance notice that patient enrollment in the trial was being suspended because patients had experienced severe allergic reactions.  He allegedly sold all 40,000 shares of his Regado stock the following day to avoid approximately $160,000 in losses when the news became public and the stock price dropped.  A month later, Kosinski received advance notice that enrollment would be permanently halted because a patient had died, and he profited through options trades by betting the stock price would drop again.  Kosinski allegedly made more than $3,000 when he exercised the options after the company’s stock fell by 60 percent upon the negative news.

“We allege that Dr. Kosinski illegally sold all of his stock in the company to avoid thousands of dollars in losses when the bad news came out,” said Joseph Sansone, Co-Chief of the SEC Enforcement Division’s Market Abuse Unit.  “Not content with avoiding heavy losses, Kosinski allegedly further enriched himself by placing options trades to profit when the company’s stock price dropped again on more bad news.”

In a parallel case, the U.S. Attorney’s Office for the District of Connecticut today announced criminal charges against Kosinski.

The SEC’s complaint filed in federal court in Connecticut charges Kosinski with violating antifraud provisions of the federal securities laws and related rules. 

The SEC’s investigation was conducted by Andrew J. Palid and Michele T. Perillo of the Market Abuse Unit in the Boston Regional Office, and the litigation will be led by Deena R. Bernstein.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of Connecticut, Federal Bureau of Investigation, and Financial Industry Regulatory Authority.  

SEC Press Release

SEC Obtains Asset Freeze in Case of Investor Funds Stolen for Shopping Sprees

The Securities and Exchange Commission today announced an asset freeze it has obtained against three men who aren’t registered to sell investments and allegedly went on lavish shopping sprees with more than $5 million raised from investors to purportedly develop a resort.

In an emergency action filed in federal court in Atlanta, the SEC alleges that Matthew E. White, Rodney A. Zehner, and Daniel J. Merandi fraudulently issued $1 billion in unsecured corporate bonds out of a shell company they own and claimed the money would be used to fund the resort project.  But they never came close to raising the funds necessary to start the project, and meantime they pocketed the $5.6 million they did raise and used it for personal purchases at Saks Fifth Avenue, Gucci, Louis Vuitton, Prada, and Versace.

“We allege that these men stole millions of dollars from investors for personal use and orchestrated sham transactions to prop up the price of the worthless, expired bonds at the center of the fraud,” said William P. Hicks, Associate Director of the SEC’s Atlanta Regional Office.

The SEC encourages investors to check the backgrounds of people selling them investments.  A quick search on the SEC’s investor.gov website would have shown that White, Zehner, and Merandi are not registered to sell investments.

The SEC's complaint filed yesterday alleges that White, Zehner, Merandi, and their companies violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5. The SEC seeks permanent injunctions, disgorgement, and penalties against all of the defendants.  The court order obtained late yesterday freezes defendants’ cash held in a brokerage account and freezes the bonds held in a separate brokerage account.   

The SEC’s investigation was conducted by Debbie Hampton, Tony Winter, and Harry Roback, and supervised by Matthew McNamara and William Hicks of the Atlanta office.

Public Service Announcement: — Check Out Your Investment Professional

SEC Press Release

SEC Halts Ongoing Fraudulent Stock Scheme

The Securities and Exchange Commission today announced it has won a court-ordered asset freeze to halt an ongoing fraud by two former brokers with disciplinary histories who allegedly raised more than $5 million from investors without using the money as promised.

In an emergency action filed in federal court in Chattanooga, Tenn., the SEC alleges that James Hugh Brennan III and Douglas Albert Dyer sold purported shares in eight similarly named companies to more than 240 investors since 2008 without ever registering the stock as they promised.  Instead, according to the SEC’s complaint, Brennan and Dyer transferred investor funds into their personal accounts or those belonging to their wives.  The SEC further alleges that Brennan and Dyer continue to solicit investors while touting their securities industry experience and failing to disclose that Brennan was banned from the brokerage industry and Dyer suspended and fined for executing unauthorized transactions in customers’ accounts.

“We allege that Brennan and Dyer have been telling investors the same lies for several years without fulfilling any of the promises they’ve made, and the court’s temporary restraining order stops them from soliciting any more investors and freezes their assets as we pursue litigation,” said Walter Jospin, Director of the SEC’s Atlanta Regional Office.

The SEC encourages investors to check the backgrounds of investment professionals before investing their money.  A quick search on the SEC’s investor.gov website would have shown that neither Brennan nor Dyer has been registered to sell investments as a broker since the late 1990s as well as their disciplinary problems with the Financial Industry Regulatory Authority and state regulators. 

The SEC’s complaint alleges that Brennan, Dyer, and their company Broad Street Ventures have violated Section 17(a) of the Securities Act of 1933 as well as Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.  The SEC seeks disgorgement of ill-gotten gains plus interest and penalties as well as permanent injunctions.  The SEC also seeks penny stock and officer-and-director bars against Brennan and Dyer.  The court’s order issued this morning freezes the assets of Broad Street, Brennan, and Dyer.  Their spouses are named as relief defendants in the SEC’s complaint for the purposes of recovering ill-gotten gains deposited in their accounts.

The SEC’s investigation has been conducted by Michael Mashburn and Peter Diskin under the supervision of William Hicks, and the litigation is being led by Robert Schroeder, Pat Huddleston, and Graham Loomis in the Atlanta Regional Office.

Public Service Announcement: — Check Out Your Investment Professional

SEC Press Release