More than two years ago, we published the first in a series of articles about problems surrounding the declaration and payment of a special dividend by penny stock issuer, Calissio Resources Group, Inc. (CRGP).  We followed up with a second and third article as legal actions brought by COR Clearing, LLC against a growing number of parties were filed.  By the summer of 2016, the Calissio case had become difficult to follow, since access to nearly all the court pleadings was restricted to participants in the case; the judge had agreed to the restrictions in part because those filings contained sensitive trading records naming owners of CRGP stock.

The story began on June 16, 2015, when Calissio, a purported mining company that claimed to own properties in Mexico, declared two stock dividends.  One was to be a small stock dividend; the other a large cash dividend that would pay $0.011 a share, or a total of about $1.3 million.  The record and pay dates for both were the same, June 30 and August 17, respectively.  As we explained in our earlier articles, although the company described the cash dividend as a regular quarterly distribution, at all times between the declaration date and the ex dividend date it qualified as a special dividend:  one more than 25 percent of the value of CRGP’s stock.

Special dividends differ from regular dividends in one significant way:  the ex-dividend date is set after, not before, the record date.  The record date is fixed by the issuer.  Only shares outstanding as of that time will qualify for the dividend payment.  The ex date  is the first day on which the stock will trade without the dividend, and is set for one day after the pay date.  The pay date, like the record date, is set by the company.  The ex date is set by the Financial Industry Regulatory Authority (“FINRA”); in this case it was two days, not one, after the pay date of August 17.  Read More

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced the agenda and panelists for the 36th Annual Government-Business Forum on Small Business Capital Formation.

The November 30 Small Business event will begin at 9 a.m. Central Standard Time (10 a.m. Eastern Standard Time) with opening remarks from the SEC Chairman and Commissioners followed by a morning panel discussion that will explore how capital formation options are working for small businesses.  Panelists will include representatives of Texas-based small businesses and advisors to the small business community. Read More

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced that Paul G. Cellupica has been named Deputy Director of the agency’s Division of Investment Management.  Mr. Cellupica will oversee a number of the division’s strategic, rulemaking, and industry engagement initiatives.

“Paul Cellupica’s extensive experience and knowledge of investor needs, and understanding of how the Commission and its staff operate, will be tremendous assets to the agency during a critical period of change and evolution in the investment management industry,” said Ms. Blass. “He is committed to advancing the SEC’s regulatory priorities in a thoughtful and strategic way, in order to promote the long-term interests of investors.” Read More

On October 27, 2017, Randall James, Nashville, Tennessee resident, who isn’t registered to sell investments, has agreed to settle charges that he defrauded investors in his company Global Maximus Productions, which purportedly produced pay-per-view entertainment and concerts.

The SEC alleges that Randall James promised investors significant profits and a return of their principal within a short period of time, claiming he would use their money to produce concerts and other events that would be live-streamed online and generate profits. According to the SEC’s complaint, James instead spent investor funds on his personal living expenses, including personal meals, housing, and payments to his ex-wife. Read More

On November 2, 2017, the Securities and Exchange Commission (“SEC”) charged Osiris Therapeutics, a Maryland-based biotech company, and four former top executives with prioritizing revenue growth over lawful accounting and misleading investors in the process.

The SEC alleges that Osiris Therapeutics routinely overstated company performance and issued fraudulent financial statements for a period of nearly two years. According to the SEC’s complaint, the company improperly recognized revenue using artificially inflated prices, backdated documents to recognize revenue in earlier periods, and prematurely recognized revenue upon delivery of products to be held on consignment. Osiris Therapeutics and its executives also allegedly used pricing data that they knew was false and attempted to book revenue on a fictitious transaction, among other accounting improprieties. Read More

On October 31, 2017, the Securities and Exchange Commission (“SEC”) announced that the SEC filed an action to enforce compliance with a document subpoena issued and served upon Wynn Gustafson in an SEC investigation captioned In the Matter of WAG Trading and Investments Company LLC.

As set forth in the SEC’s papers, Wynn Gustafson is the President of WAG Company LLC, formerly known as WAG Trading and Investment Company LLC (“WAG Trading”). According to documents produced to the SEC, WAG Trading is in the business of conducting international transactions buying, selling, and redeeming so-called “historical bonds” in China, Hong Kong, Ghana, Singapore, and Germany. As set forth in the SEC’s papers, “historical bonds” are often used to perpetuate fraudulent schemes. Read More

On October 31, 2017, Thomas Buck, former Merrill Lynch broker, has agreed to pay more than $5 million to settle SEC charges that he fraudulently schemed to increase his personal income by obtaining excessive commissions and fees from investors.

According to the SEC’s complaint, Merrill Lynch paid financial advisors a portion of the commissions, fees, or other revenue they generated in customer and client accounts. The SEC alleges that Thomas Buck represented to certain customers with commission-based accounts that the total annual commissions they paid would not exceed certain limits, and then he traded in those accounts and generated commissions that exceeded the amounts he promised. Read More

On October 5, 2017, the Securities and Exchange Commission (“SEC”) announced that it filed fraud charges against an attorney Marc Celello based on his alleged participation in a Ponzi scheme.

The SEC’s complaint, filed in federal court in Atlanta on October 5, 2017, alleges that Marc Celello who, along with Canton, Ga.-resident James A. Torchia, was a partner in Credit Nation Capital LLC and served as general counsel for the underlying entities, helped orchestrate a Ponzi scheme involving unregistered promissory notes which falsely promised a 9% return. He allegedly prepared offering memoranda and directed sales and marketing representatives to lie to investors that the promissory notes were secure investments “backed by hard assets dollar for dollar.” The complaint further alleges that Marc Celello knew that Credit Nation Capital was insolvent and directed an employee to fabricate a fraudulent balance sheet that made it appear to be profitable. Marc Celello also allegedly helped transfer investor funds from CN Capital to Torchia for Torchia’s personal use. Between 2009 and November 2015, when the SEC obtained a court order stopping the alleged Ponzi scheme, Credit Nation Capital raised at least $30 million from investors. Read More

On October 5, 2017, Richard Cody, a former investment adviser and broker representative, whom the Securities and Exchange Commission (“SEC”) has charged with defrauding Massachusetts retirees, has been indicted for deceiving and manipulating his former clients concerning the management of their retirement savings as well as lying to the agency in sworn testimony.

The indictment, filed on September 26, 2017 and unsealed on September 28, 2017, charges Richard Cody, of Jacksonville, Florida, with violating the Investment Advisers Act of 1940 and making a false declaration in a court proceeding. The alleged facts underlying the charges in the indictment arise from the same conduct alleged in the SEC’s complaint against Cody, which was filed in federal court in Massachusetts on December 12, 2016. The indictment also alleges that Richard Cody lied to the SEC during a March 2017 sworn deposition in connection with the SEC’s action against Cody. Richard Cody allegedly made false declarations during the deposition when he denied that he had provided fraudulent documents to two investors. Read More

On September 28, 2017, the Securities and Exchange Commission (“SEC”) obtained a final judgment against Robert Stewart, the former chief financial officer of a technology company and certified public accountant, who was charged, along with his son, with conducting a serial insider trading scheme involving tips of key nonpublic information in coded e-mail messages disguised as discussions about golf.

The final judgment, entered on September 27, 2017 by the Honorable Analisa Torres of the U.S. District Court for the Southern District of New York, permanently enjoins Robert Stewart from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, orders him liable for disgorgement of $153,675.65, which is the amount of illicit profits he earned as a result of the alleged illegal insider trading, plus $11,240.76 in interest, but provides that the disgorgement and interest obligation will be satisfied by the entry of a forfeiture order in the parallel criminal case. The final judgment also imposes a lifetime officer-and-director bar on Robert Stewart. Read More

On September 22, 2017, the Securities and Exchange Commission (“SEC”) filed fraud charges against Aegerion Pharmaceuticals, a Massachusetts-based bio-pharmaceutical company, that exaggerated how many new patients actually filled prescriptions for an expensive drug that was its sole source of revenue.

Aegerion Pharmaceuticals, now a subsidiary of Novelion Therapeutics, has agreed to pay a $4.1 million penalty to settle the charges that it misled investors on multiple occasions in 2013. The SEC’s complaint alleges that Aegerion told investors that the number of unfilled prescriptions for Juxtapid was not material and the “vast majority” of patients receiving prescriptions went ahead and ultimately purchased the drug. The SEC alleges that Aegerion’s records reflect that it was actually around 50 percent of prescriptions that resulted in actual drug purchases. Read More

On September 21, 2017, the Securities and Exchange Commission (“SEC”) obtained an order requiring the Woodbridge Group of Companies LLC, of Sherman Oaks, California, to produce the corporate documents of several company executives and employees, including the President and CEO.

According to the SEC’s application and supporting papers filed in federal court in Miami on July 17, 2017, the agency is investigating whether Woodbridge and others have violated or are violating the antifraud, broker-dealer, and securities registration provisions of the federal securities laws in connection with Woodbridge’s receipt of more than $1 billion of investor funds from thousands of investors nationwide. As part of the SEC’s ongoing investigation, on January 31, 2017, agency staff in the Miami Regional Office served Woodbridge with a subpoena seeking, among other documents, the production of electronic communications that the company maintained relating to Woodbridge’s business operations. The SEC’s application alleges that although Woodbridge was required to produce these documents to the SEC, the company has failed to produce any relevant communications in response to the subpoena, including those of three high-level Woodbridge officials. Read More

On September 20, 2017, the Securities and Exchange Commission (“SEC”) charged Peter Chang, the former CEO of a Silicon Valley-based fiber optics company, with insider trading in company stock by using secret brokerage accounts held in the names of his wife and brother.

The SEC alleges that Peter Chang, who also was the founder and chairman of the board at Alliance Fiber Optic Products, generated more than $2 million in illicit profits and losses avoided by trading on nonpublic information and tipping his brother ahead of two negative earnings announcements and the company’s merger. Read More

On September 13, 2017, the Securities and Exchange Commission (“SEC”) announced that Mayank Gupta, a former auditor, has agreed to settle charges that he tipped his relative with inside information about a client on the verge of a merger.

The SEC’s complaint alleges that, through his audit work at PricewaterhouseCoopers LLP, Mayank Gupta learned that San Jose, Calif.-based Cavium was making imminent preparations to acquire Aliso Viejo, Calif.-based QLogic Corp. According to the SEC’s complaint, before the deal was announced to the public, Gupta called his cousin-in-law Pushpendra Agrawal, and told him that Cavium was going to acquire QLogic and that QLogic was a “sure thing.” Upon arriving at work, Agrawal bought 200 QLogic call options, based on Gupta’s tip. During his lunch break, Agrawal bought an additional 50 QLogic call options, again based on Gupta’s tip. After QLogic announced that it would be acquired by Cavium through a tender offer, QLogic’s stock rose by more than 9 percent, and Agrawal profited by more than $23,785 from the illegal trades. Read More

On September 6, 2017, the Securities and Exchange Commission  (“SEC”) charged Scott Newsholme, a New Jersey-based tax preparer and investment adviser, with stealing more than $1 million from clients to support his gambling habit and other personal expenditures.

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On August 31, 2017, the Securities and Exchange Commission (“SEC”) announced fraud charges against investment adviser Navellier & Associates, Inc. and its founder and chief investment officer, Louis Navellier. The SEC’s complaint, filed in federal court in Boston, Massachusetts, alleges that from 2010 to 2013, Mr. Navellier and his firm defrauded their clients and prospective clients, misleading them about the performance track record of the “Vireo AlphaSector” investment strategies that the firm offered under the “Vireo” brand name. First, Mr. Navellier and his firm allegedly breached their fiduciary duty to clients and prospective clients by ignoring and concealing red flags that should have alerted them that the investment strategies had not performed as advertised. Second, Navellier & Associates allegedly distributed materially false advertisements and client communications about the performance track record of the investment strategies. Third, as Mr. Navellier and his firm realized their misrepresentations could get them in legal trouble, they allegedly sold the Vireo line of business in August 2013 for $14 million, rather than correcting their prior misrepresentations to their clients or informing their clients about their conflicts of interest in selling the Vireo business.

Navellier & Associates’ advertisements claimed that client assets had been invested in the investment strategies from April 2001 to September 2008 and that the strategies had significantly outperformed the S&P 500 Index from April 2001 to September 2008. In fact, no client assets had tracked the strategy from April 2001 through September 2008, and even as a back-test the claimed performance was substantially overstated. Read More

On August 31, 2017, the Securities and Exchange Commission (“SEC”) charged Connecticut-based broker representative and investment adviser Leon Vaccarelli and his company with fraudulently persuading several elderly customers to invest with him and then spending their money on his own living and business expenses.

The SEC’s complaint alleges that instead of investing the customers’ money in such things as conventional brokerage accounts and so-called separately managed accounts as promised, Leon Vaccarelli deposited customer funds into his personal and business bank accounts. He allegedly commingled the funds with his own money and used them for his own purposes, and in some instances he used customer funds to pay returns to earlier investors. According to the SEC’s complaint, Leon Vaccarelli asked one customer to sign an agreement that she would not provide certain information to FINRA or the SEC. Leon Vaccarelli allegedly sold more than $450,000 in securities that were held in trust for the care and maintenance of a beneficiary and used some of the proceeds to pay business and personal expenses. Read More

On August 31, 2017, the Securities and Exchange Commission (“SEC”) charged an accountant and three others with insider trading on market-moving news about Celator Pharmaceuticals, the New Jersey-based pharmaceutical company where the accountant formerly worked.

On August 25, 2017, the Honorable Denise L. Cote of the U.S. District Court for the Southern District of New York denied a motion by Lek Securities Corporation and its Chief Executive Officer, Samuel Lek, to dismiss the SEC’s claims in an ongoing market manipulation litigation. The SEC’s complaint, filed in March 2017, alleges that Lek Securities and Samuel Lek aided and abetted manipulative trading schemes by one of Lek Securities’ customers, Ukraine-based trading firm Avalon FA Ltd, Avalon’s owner Nathan Fayyer, and its alleged undisclosed control person, Sergey Pustelnik.

The Court denied the Lek defendants’ motion to dismiss in its entirety, rejecting their arguments that the trading schemes at issue in the Complaint were not manipulative. The SEC’s complaint alleges two types of manipulative trading, layering and cross-market manipulation. Layering involves the entry of “non-bona fide” orders (orders that the trader allegedly does not intend to execute and that have no legitimate economic reason) to trick others into trading at artificial prices. The cross-market manipulation involves buying and selling stocks at a loss, allegedly for the purpose of moving the prices of corresponding options, so that Avalon could make a profit by trading those options at artificial prices. Read More

On Aug. 21, 2017, the Securities and Exchange Commission (“SEC”) announced that hedge fund advisory firm Deerfield Management Company L.P. has agreed to pay more than $4.6 million to settle charges that it failed to establish, maintain, and enforce policies and procedures reasonably designed to prevent the misuse of inside information, including information about confidential government decisions.

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On Aug. 22, 2017, the Securities and Exchange Commission (“SEC”) charged investment adviser Jeremy Drake with defrauding two clients, a high profile professional athlete and the athlete’s wife, by deceiving them about the investment advisory fees they were paying.  The SEC alleges that Jeremy Drake went to elaborate lengths to conceal his fraud, including creating and sending false documents and masquerading as another person to corroborate his lies.

On Aug. 23, 2017, the Securities and Exchange Commission (“SEC”) announced that Beaumont Financing Authority, a municipal financing authority in Beaumont, California, and its then-executive director have agreed to settle charges that they made false statements about prior compliance with continuing disclosure obligations in five bond offerings.

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