Securities Industry Commentator by Bill Singer Esq

March 3, 2020

Robinhood says it's experiencing a 'system-wide outage' as markets rebound in heavy volume Monday (CNBC by Maggie Fitzgerald)

Hot Shoe Burnin' Down Wall Street In FINRA Morgan Stanley Panama Arbitration (BrokeAndBroker.com Blog)

11 Members Of Money Laundering Ring Charged / Defendants Received and Laundered Proceeds of Online Fraud Schemes Involving Over $5 Million of Intended Loss (DOJ Release)

Two Chinese Nationals Charged with Laundering Over $100 Million in Cryptocurrency from Exchange Hack / Forfeiture Complaint Details Over $250 Million Stolen by North Korean Actors (DOJ Release)

SEC Obtains Judgment Against Companies Running Ponzi Scheme (SEC Release)

Former CEO of Navistar International Corporation Ordered to Pay $500,000 (SEC Release)

SEC Charges Two Men with Fraud and Unregistered Broker Activity (SEC Release)

Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities (SEC Final Rule)

Statement on Amendments to Registered Debt Disclosure Rules by SEC Commissioner Allison Herren Lee

Exemptions From Investment Adviser Registration for Advisers to Certain Rural Business Investment Companies (SEC Final Rule)

Robinhood says it's experiencing a 'system-wide outage' as markets rebound in heavy volume Monday (CNBC by Maggie Fitzgerald)
https://www.cnbc.com/2020/03/02/robinhood-says-its-experiencing-a-system-wide-outage-as-markets-rebound-in-heavy-volume-monday.html
As reported in part in the CNBC article:

News of Robinhood's outage came a week after Fidelity and Charles Schwab said they had technical difficulties amid an 800-point plunge by the Dow Jones Industrial Average. TD Ameritrade also said some of its clients were experiencing technical issues at that time last week. 

One factor possibly contributing to these platforms' technical issues could be higher-than-average trading volumes. Last week, the SPDR S&P 500 ETF Trust (SPY) traded more than 200 million shares three times. On Friday, shares of the ETF changed hands more than 385 million times. Those numbers are well above the SPY's 30-day average volume of 97.3 million shares.

Robinhood kicked off a wave of fee slashing in the broader brokerage industry with Charles Schwab, TD Ameritrade and Fidelity dropping commission fees late last year.

"We're experiencing downtime, and are working to resolve this as quickly as possible," a Robinhood spokesperson told CNBC. 

http://www.brokeandbroker.com/5101/finra-panama-arbitration/
Today's featured lawsuit involves a somewhat tortured fact pattern, which bends and twists its way through a political scandal, entangled financing for a hotel, a FINRA arbitration, and into federal court. Even after you've read the fact pattern a few times, you're still not quite sure who did what to whom. Frankly, you never feel like you've got a firm grasp on anything. 

11 Members Of Money Laundering Ring Charged / Defendants Received and Laundered Proceeds of Online Fraud Schemes Involving Over $5 Million of Intended Loss (DOJ Release)
https://www.justice.gov/usao-sdny/pr/11-members-money-laundering-ring-charged

Jacob Sagiao, Marylynn Peneueta, Britt Jackson, Joshua Fitten, Dontae Cottrell, Arinze Obika, Herman Bass, David Uro, Victor Ahaiwe, Ndukwe Anyaogu, and Prince Uko were charged with money laundering and wire fraud in criminal Complaints filed in the United States District Court for the Southern District of New York. 

Uko criminal Complaint
https://www.justice.gov/usao-sdny/press-release/file/1253371/download

Sagiao et al. criminal Complaint
https://www.justice.gov/usao-sdny/press-release/file/1253366/download

As alleged in part in the DOJ Release:

From at least in or about July 2018 up to and including at least in or about November 2019, SAGIAO, PENEUETA, JACKSON, FITTEN, COTTRELL, OBIKA, BASS, URO, AHAIWE, ANYAOGU, and UKO received and laundered the proceeds of three business email compromise schemes, in which the corporate and organizational victims were fraudulently induced to send nearly $5 million to bank accounts controlled by SAGIAO, OBIKA, and others.

From at least in or about June 2019 up to and including the present, JACKSON participated in and received proceeds from an online romance fraud scheme, in which the victim was fraudulently induced to send over $130,000 to JACKSON and others.

In or about October 2018, ANYAOGU participated in and received proceeds from an email compromise scheme, in which a foreign law firm was fraudulently induced to transfer approximately $380,000, intended for another person, to a bank account ANYAOGU controlled.

In or about February 2020, UKO made the false statements to federal law enforcement officers that he had never exchanged text messages with a co-conspirator and that certain transactions were for a textile business rather than to launder the proceeds of criminal activity.

Two Chinese Nationals Charged with Laundering Over $100 Million in Cryptocurrency from Exchange / Hack
Forfeiture Complaint Details Over $250 Million Stolen by North Korean Actors (DOJ Release)
https://www.justice.gov/usao-dc/pr/two-chinese-nationals-charged-laundering-over-100-million-cryptocurrency-exchange-hack

Tian Yinyin and Li Jiadong were indicted in the United States District Court for the District of Columbia with money laundering conspiracy and operating an unlicensed money transmitting business. As alleged in part in the DOJ Release:

[I]n 2018, North Korean co-conspirators hacked into a virtual currency exchange and stole nearly $250 million worth of virtual currency.  The funds were then laundered through hundreds of automated cryptocurrency transactions aimed at preventing law enforcement from tracing the funds.  The North Korean co-conspirators circumvented multiple virtual currency exchanges' know-your-customer controls by submitting doctored photographs and falsified identification documentation.  A portion of the laundered funds was used to pay for infrastructure used in North Korean hacking campaigns against the financial industry.

The pleadings further allege that between December 2017 and April 2019, Yinyin and Jiadong laundered over $100 million worth of virtual currency, which primarily came from virtual currency exchange hacks.  The defendants operated through independent as well as linked accounts and provided virtual currency transmission services for a fee for customers.  The defendants conducted business in the United States but at no time registered with the Financial Crimes Enforcement Network (FinCEN).

The pleadings further allege that the North Korean co-conspirators are tied to the theft of approximately $48.5 million worth of virtual currency from a South Korea-based virtual currency exchange in November 2019.  As with the prior campaign, the North Korean co-conspirators are alleged to have laundered the stolen funds through hundreds of automated transactions and submitted doctored photographs and falsified identification documentation.  The pleadings identify how the North Korean co-conspirators used infrastructure in North Korea as part of this campaign.

The civil forfeiture complaint specifically names 113 virtual currency accounts and addresses that were used by the defendants and unnamed co-conspirators to launder funds.  The forfeiture complaint seeks to recover the funds, a portion of which has already been seized.  

SEC Obtains Judgment Against Companies Running Ponzi Scheme (SEC Release)
https://www.sec.gov/litigation/litreleases/2020/lr24755.htm

In a Complaint filed in the United States District Court for the Southern District of Florida
https://www.sec.gov/litigation/complaints/2019/comp-pr2019-239.pdf
the SEC alleged that Neil Burkholz and Frank Bianco used Palm Financial Management, LLC and Shore Management Systems, LLC. to solicit investors by falsely representing that their proprietary options trading strategies were highly profitable. The Complaint alleged that, in fact,  the Defendants invested less than half of investor funds and those investments resulted in near-total losses -- and the Defendants misappropriated the balance to repay other investors a la Ponzi, with the remaining funds of about $880,000 transferred to Burkholz, Bianco, and their spouses for personal use. A final judgment was entered against Palm Financial Management, LLC and Shore Management Systems, LLC finding that the companies had violated the antifraud provisions of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. Palm Management and Shore Management are permanently enjoined and ordered them to pay disgorgement and prejudgment interest totaling $624,121 and $599,645, respectively. 

Former CEO of Navistar International Corporation Ordered to Pay $500,000 (SEC Release)
https://www.sec.gov/litigation/litreleases/2020/lr24753.htm

Without admitting or denying the allegations in an SEC Complaint, former Navistar International Corporation Chief Executive Officer Daniel C. Ustian consented to a final judgment that enjoins him from violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rules 10b-5 and 13a-14 thereunder, and from controlling any person who violates Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder; and he is ordered to pay a $250,000 penalty and a $250,000 disgorgement. The Complaint alleged that in 2016, Ustian, misled investors about Navistar's development of an advanced technology truck engine that could satisfy U.S. pollution standards. Navistar previously agreed to settle the charges.

SEC Charges Two Men with Fraud and Unregistered Broker Activity (SEC Release)
https://www.sec.gov/litigation/litreleases/2020/lr24754.htm

In a Complaint filed in the United States District Court for the Northern District of Ohio
https://www.sec.gov/litigation/complaints/2020/comp24754.pdf, the SEC charged Jason Allan Arthur and Christopher Joseph Bongiorno with violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder and the broker-dealer registration provisions of Section 15(a)(1) of the Exchange Act. As alleged in part in the SEC Release, Arthur and Bongiorno alleged acted as unregistered brokers in connection with the securities offerings US Lighting Group, Inc. ("USLG") and Petroteq Energy, Inc. ("PQEFF"), and they used:

aliases to convince USLG management that they held the requisite securities licenses to engage in investor solicitations. From September 2015 through November 2018, Arthur and Bongiorno allegedly solicited individual investors throughout the United States to invest in securities issued by USLG and PQEFF. The complaint alleges that, operating under their aliases, Arthur and Bongiorno used lead lists to cold call prospective investors and hired others to work below them to solicit investors to purchase USLG or PQEFF securities. In order to obfuscate their receipt of commissions, Arthur and Bongiorno allegedly submitted misleading invoices to USLG and PQEFF. Arthur and Bongiorno allegedly received commissions of 35% to 50% of investor funds, totaling at least $1,174,057.10 and $2,356,358.91, respectively.

Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities (SEC Final Rule; Release No. 33-10762; 34-88307; File No. S7-19-18 / Effective January 4, 2021)
https://www.sec.gov/rules/final/2020/33-10762.pdf

As set forth in the SEC Rule "Summary":

The Securities and Exchange Commission ("Commission") is adopting amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered, and issuers' affiliates whose securities collateralize securities registered or being registered in Regulation S-X to improve those requirements for both investors and registrants. The changes are intended to provide investors with material information given the specific facts and circumstances, make the disclosures easier to understand, and reduce the costs and burdens to registrants. In addition, by reducing the costs and burdens of compliance, issuers may be encouraged to offer guaranteed or collateralized securities on a registered basis, thereby affording investors protection they may not be provided in offerings conducted on an unregistered basis. Finally, by making it less burdensome and less costly for issuers to include guarantees or pledges of affiliate securities as collateral when they structure debt offerings, the revisions may increase the number of registered offerings that include these credit enhancements, which could result in a lower cost of capital and an increased level of investor protection.

Statement on Amendments to Registered Debt Disclosure Rules by SEC Commissioner Allison Herren Lee
https://www.sec.gov/news/public-statement/statement-lee-amendments-registered-debt-disclosure-2020-03-02:
In noting her Dissent to the Final Rule, Commissioner Lee notes in part that:

I am concerned that we are not consistently taking a balanced approach to rulemakings under the Disclosure Effectiveness Initiative. It is important to listen to, and carefully balance, the concerns of both registrants and investors when considering regulations that affect them both directly. We also should not rely too heavily on regulatory intuition, but should gather and analyze relevant data, and carefully weigh competing considerations accordingly. These rules, unfortunately, do not adequately consider investor concerns, nor are they sufficiently grounded in economic data and analysis. I therefore respectfully dissent.   

Exemptions From Investment Adviser Registration for Advisers to Certain Rural Business Investment Companies (SEC Final Rule; Release No. IA-5454 / Effective upon publication in the Federal Register)
https://www.sec.gov/rules/final/2020/ia-5454.pdf

As set forth in the SEC Rule "Summary":

We are amending the definition of the term "venture capital fund" (17 CFR 275.203(l)-1) and the private fund adviser exemption (17 CFR 275.203(m)-1) under the Investment Advisers Act of 1940 (the "Advisers Act") to reflect in our rules exemptions from registration for investment advisers who advise rural business investment companies ("RBICs"). These exemptions were enacted as part of the RBIC Advisers Relief Act of 2018 (the "RBIC Advisers Relief Act"), which amended Advisers Act sections 203(l) and 203(m), among other provisions. Specifically, the RBIC Advisers Relief Act amended Advisers Act section 203(l), which exempts from investment adviser registration any adviser who solely advises venture capital funds, by stating that RBICs are venture capital funds for purposes of the exemption. Accordingly, we are amending the definition of the term "venture capital fund" to include RBICs. The RBIC Advisers Relief Act also amended Advisers Act section 203(m), which exempts from investment adviser registration any adviser who solely advises private funds and has assets under management in the United States of less than $150 million, by excluding RBIC assets from counting towards the $150 million threshold. Accordingly, we are amending the definition of the term "assets under management" in the private fund adviser exemption to exclude the assets of RBICs.