Securities Industry Commentator by Bill Singer Esq

July 20, 2020
Last year, our publisher Bill Singer, Esq. could not have been clearer in expressing his anger with what he called a garbage of a FINRA Arbitration Decision. Taking things a step farther, Bill hoped that a reviewing court would sanction FINRA for failing to provide a sufficient record of the arbitrators' rationale. Bill may not get his entire wish but the Court sure as hell didn't pull its punches when it said that its "does not currently have a viable method to conduct even a limited review of the merits of the decision."
Sohrab Sharma a/k/a "Sam Sharma," 29, pled guilty in the United States District Court for the Southern District of New York to one count each of conspiracy to commit securities fraud,conspiracy to commit wire fraud, and conspiracy to commit mail fraud/ , each of which carries a maximum sentence of five years in prison. Pursuant to his plea agreement, Sharma will forfeit 100,000 Ether units. As alleged in part in the DOJ Release:

In or about July 2017, SHARMA, along with co-defendants Raymond Trapani and Robert Farkas, founded a company called Centra Tech that claimed to offer cryptocurrency-related financial products, including a purported debit card, the "Centra Card," that supposedly allowed users to make purchases using cryptocurrency at establishments accepting Visa or Mastercard payment cards.  From approximately July 2017 through October 2017, SHARMA and his co-defendants solicited investors to purchase unregistered securities, in the form of digital tokens issued by Centra Tech ("Centra tokens" or "CTR tokens"), through, among other means, a so-called "initial coin offering" or "ICO."  As part of their fundraising efforts, SHARMA and his co-defendants in oral and written offering materials that were disseminated via the internet, represented: (a) that Centra Tech had an experienced executive team with impressive credentials, including a purported CEO named "Michael Edwards" with more than 20 years of banking industry experience and a master's degree in business administration from Harvard University, (b) that Centra Tech had formed partnerships with Bancorp, Visa, and Mastercard to issue Centra Cards licensed by Visa or Mastercard, and (c) that Centra Tech had money transmitter and other licenses in 38 states, among other claims.  Based in part on these claims, victims provided millions of dollars' worth of digital funds in investments for the purchase of Centra Tech tokens.  In or about October 2017, at the end of Centra Tech's fundraising efforts, those digital funds raised from victims were worth more than $25 million.  At certain times in 2018, as the defendants' fraud scheme was ongoing, those funds were worth more than $60 million.

The claims that SHARMA and his co-conspirators made to help secure these investments, however, were false.  In fact, the purported CEO "Michael Edwards" and another supposed member of Centra Tech's executive team were fictional people who were fabricated to dupe investors, Centra Tech had no such partnerships with Bancorp, Visa, or Mastercard, and Centra Tech did not have such licenses in a number of those states.

SHARMA and his co-defendants were well aware of the falsity of such claims.  For example, with respect to Centra Tech's purported CEO "Michael Edwards," SHARMA text messaged Trapani and Farkas on or about July 29, 2017, that they "Need to find someone who looks like Michael," "Team photos," "He's real lol," "Everyone real," "Except Jessica," "And Mike."  Similarly, SHARMA later wrote during that same exchange:  "Gonna kill both Ceo and her," "Gonna say they were married and got into an accident." 

With respect to Centra Tech's purported partnerships with Bancorp, Visa, and Mastercard, SHARMA engaged in a cellphone text message conversation with Trapani and Farkas on or about July 31, 2017, in which they discussed Centra Tech's lack of actual partnerships with banks or credit card companies.  Similarly, on or about September 29, 2017 -  the date on which the United States Securities and Exchange Commission (the "SEC") announced that it filed a civil complaint charging a company, among others, with defrauding investors in an unregistered offering of securities styled as an initial coin offering - SHARMA asked via a group text message conversation with Trapani and Farkas that they remove certain materials from Centra Tech's website that contained "fufu," or fake information, about Centra Tech's purported relationship with Visa because, according to SHARMA, "I rather cut any fufu," "Off right own," "Now," "Then worry," "Anything that doesn't exist current," "We need to remove."  Later that day, SHARMA text messaged Trapani and Farkas:  "I want a product page like [another company]," "Theirs is so nice."  Trapani wrote "Lol yeah no real product," to which SHARMA responded "Yea but it doesn't say much," "And looks good," "We don't have a real product either right now," "So I wanna tighten up ship asap."

With respect to Centra Tech's purported money transmitter and other licenses in 38 states, SHARMA had a text message conversation with Trapani and Farkas on or about August 30, 2017, about applying for state licenses that Centra Tech had previously represented it already held in 38 states.  For example, SHARMA wrote in one message on or about August 30, 2017, to Trapani and Farkas:  "Gotta apply for all licenses," "Should I even say this."

On or about May 2018 and October 2018, this Office and the Federal Bureau of Investigation ("FBI") seized, pursuant to judicially authorized seizure warrants, 100,000 Ether units, consisting of digital funds raised from victims who purchased digital tokens issued by Centra Tech based on fraudulent misrepresentations and omissions. 

Managing Partner Of Investment Advisory Firm Charged For Over $100 Million Ponzi-Like Fraud Scheme (DOJ Release)

Pursuant to a criminal Information filed in the United States District Court for the Southern District of New York ("SDNY"), the Managing Partner/Chief Investment Officer of International Investment Group ("IIG"), David Hu, 62, was charged with one count each of conspiracy to commit investment adviser fraud, securities fraud, and wire fraud; securities fraud; and wire fraud. In a fascinating and intricate allegation set forth in part in the DOJ Release:

Background of IIG 

HU and a co-conspirator ("CC-1") founded IIG in 1994.  HU was a managing partner and the chief investment officer of IIG.  IIG, an SEC-registered investment adviser, provided investment management and advisory services, including for three private funds that it operated: (1) the IIG Trade Opportunities Fund N.V. ("TOF"), (2) the IIG Global Trade Finance Fund, Ltd. ("GTFF"), and (3) the IIG Structured Trade Finance Fund, Ltd. ("STFF").  IIG also advised the Venezuela Recovery Fund ("VRF"), a fund that managed the remaining assets of a failed Venezuelan bank (VRF, together with TOF, GTFF, and STFF, the "IIG Funds").  In March 2018, IIG reported to the SEC that it had approximately $373 million in assets under management.

IIG advertised itself as specializing in global trade financing, particularly in providing trade finance loans to small and medium-sized businesses.  IIG's principal investment advisory strategy, including with respect to the IIG Funds, was investing in trade finance loans that it also originated.  Trade finance loans are used by small and medium-sized companies, typically exporters and importers, to facilitate international trade.  IIG's purported expertise was in trade finance loans to borrowers located in Central or South America, and in a variety of industries, with a stated focus on "soft commodities," such as coffee, agriculture, fishing, and other food products.  IIG's trade finance loans were purportedly secured by collateral, such as the underlying traded goods, assets held by the borrowers, or expected payments by third parties.

Investments in TOF, STFF, and GTFF were marketed by IIG to institutional investors, such as pension funds, hedge funds, and insurers.  In offering memoranda and communications with investors, IIG advertised strict risk controls, such as promises to use diligence to carefully select borrowers or issuers with trusted management and marketable assets, and portfolio concentration limits based on borrower, developing country, and industry.

IIG purported to value the trade finance loans in the IIG Funds on a regular basis.  IIG and, in turn, HU, received a performance fee with respect to the IIG Funds, as well as a management fee, which was calculated as a percentage of the assets under management held in the Funds.

The Scheme

From approximately 2007 to 2019, HU conspired to defraud investors in IIG-managed funds by: (i) overvaluing distressed loans held by the IIG Funds, (ii) falsifying paperwork to create a series of fake loans that were classified, fraudulently, as positively performing loans, and to otherwise hide losses, (iii) selling overvalued and fake loans to a collateralized loan obligation trust and new private funds established and advised by IIG, and (iv) using the proceeds from those fraudulent sales to generate liquidity required to pay off earlier investors in a Ponzi-like manner.

The scheme HU participated in involved, among other things:
  • Mismarking Defaulted Loans.  HU and CC-1 caused IIG to mismark the value of multiple loans that had, in reality, defaulted (the "Defaulted Loans").  Instead of acknowledging the defaulted status of these loans, HU and CC-1 instead caused IIG to mark the Defaulted Loans at par plus accrued interest, even though HU and CC-1 knew that the borrowers' default significantly impaired the true value of these loans.  HU and CC-1 certified these false valuations and caused them to be reported to investors. 

  • Mismarking Distressed Loans.  HU and CC-1 caused IIG to mismark multiple loans that were distressed (the "Distressed Loans").  These Distressed Loans included, for example, loans for which the borrowers had missed multiple scheduled payments.  Even though HU and CC-1 knew that the non-performing status of the loans significantly impaired their true value, they nevertheless caused IIG to continue to mark the loans at par plus accrued interest. 

  • Creating Fictitious Loans.  With respect to TOF, in order to hide the losses resulting from the Defaulted Loans, including from auditors reviewing TOF's financials, HU and CC-1 removed the Defaulted Loans from the TOF portfolio, replacing them with tens of millions of dollars in fictitious loans to purported borrowers in foreign countries (the "Fake Loans").  HU and CC-1 also created or directed the creation of documents to keep in IIG's files as purported documentation of the Fake Loans.  To pass auditor scrutiny, HU and CC-1 also directed purported borrowers - sham foreign entities that were controlled by IIG's business associates and that did not engage in actual business - to provide confirmations of the Fake Loans to auditors, including by arranging for TOF to pay a monthly fee to one purported borrower in exchange for providing false confirmations.  In reality, these purported borrowers did not receive a loan from TOF, and were not expected to make any payments to TOF. 

  • Using a CLO Trust to Create Liquidity through Investments in Fraudulent Loans.  In or about 2014, HU and CC-1 obtained approximately $220 million in bank financing to create a collateralized loan obligation trust (the "CLO Trust"), for which IIG served as an investment adviser.  HU and CC-1 then engaged in various deceptive acts, using the CLO Trust, to hide TOF's losses and generate liquidity for TOF, which was facing investor redemption requests and demands for repayment of loans that IIG had taken from international development banks.  For example, in its capacity as investment adviser for the CLO Trust, IIG, through the efforts of HU and CC-1, caused the newly-created CLO Trust to purchase loans from the TOF portfolio, including Defaulted Loans, Distressed Loans, and Fake Loans, which generated liquidity for TOF.  After the CLO Trust purchased loans in the TOF portfolio, IIG, through the efforts of HU and CC-1, generated additional liquidity by causing the CLO Trust to issue securitized debt instruments based on these loans, payable in various tranches to investors in the CLO Trust.
  • Using the CLO Trust and Panamanian Shell Entities to Cover Up Losses.  IIG, through the efforts of HU and CC-1, also caused the CLO Trust to create new fraudulent trade finance loans, and used those new fraudulent loans to cover up TOF's losses.  Specifically, HU caused the creation of shell entities domiciled in Panama ("Panamanian Shell Entities") that were controlled by an IIG nominee.  Then, HU caused the CLO Trust to enter into fake loan transactions with the Panamanian Shell Entities.  HU caused the creation of fake promissory notes and other paperwork to conceal the fraudulent nature of the loans to the Panamanian Shell Entities.  Finally, under the guise of the fake loan transactions with the Panamanian Shell Entities, the CLO Trust disbursed funds that HU and CC-1 diverted to TOF in order to pay off TOF's various debts and obligations. 

  • Generating Liquidity By Selling Fraudulent Loans to Newly Created Funds Backed by a New Investor.  In or about 2017, HU and CC-1 targeted a foreign institutional investor ("Institutional Investor-1") to raise money for two new private IIG managed funds: GTFF and STFF. Institutional Investor-1 provided $70 million as the seed investment for GTFF, and, later, $130 million as the seed investment for STFF.  HU and CC-1 caused GTFF and STFF to purchase at least approximately $100 million in fake, distressed, defaulted or otherwise fraudulent loans.  

  • Inducing a Retail Mutual Fund to Invest in a Fictitious $6 Million Loan.  In or about December 2012, IIG became an investment adviser to an open-ended mutual fund marketed to retail investors (the "Retail Fund"). As an investment adviser to the Retail Fund, IIG made investment recommendations, including recommendations that the Retail Fund invest in trade finance loans originated by IIG.  In or about February 2017, a borrower (the "Argentine Borrower") had failed to pay the principal on an approximately $6 million loan ("Loan-1") in which the Retail Fund had invested and which was nearing its maturity date.  In or about March 2017, HU caused approximately $6 million to be transferred into an account associated with the Argentine Borrower from the account of a different borrower ("Borrower-1"), and further directed the funds from Borrower-1's account to pay off the debt owed by the Argentine Borrower to the Retail Fund.  To replace the funds from Borrower-1's account that were used to make it appear as though the Argentine Borrower had repaid its debt to the Retail Fund, HU fraudulently induced the Retail Fund to invest in a new, fake $6 million loan to the Argentine Borrower (the "New Loan").  HU then directed that the proceeds from the fraudulently induced New Loan be transferred into Borrower-1's account, effectively reimbursing the account for the earlier $6 million transfer to the Retail Fund.  To further conceal the fraudulent nature of the New Loan, HU caused the creation of forged documents to make it             
On Nov. 21, 2019, the SEC had charged IIG with fraud on,  and, thereafter, on November 26, 2019,  revoked IIG's registration as an investment adviser.  On March 30, 2020, the SEC obtained a final judgment on consent that enjoined IIG from violating the antifraud provisions of the federal securities laws and required the company to pay over $35 million in disgorgement and prejudgment interest. In a Complaint filed on July 17, 2020, in SDNY, the SEC alleged that Hu violated the antifraud provisions of the federal securities laws. As alleged in part in the SEC Release:

[F]rom October 2013, Hu orchestrated multiple frauds on IIG's investment advisory clients. According to the complaint, Hu grossly overvalued the assets in IIG's flagship hedge fund, resulting in the fund paying inflated fees to IIG. In addition, through IIG, Hu allegedly sold at least $60 million in fake trade finance loans to other investors and used the proceeds to pay the redemption requests of earlier investors and other liabilities. The complaint alleges that Hu deceived IIG clients into purchasing these loans by directing others at IIG to create and provide to the clients fake loan documentation to substantiate the non-existent loans, including fake promissory notes and a forged credit agreement.

Global Real Estate Investment Plunges Amid Covid Pandemic (Bloomberg by Todd Gillespie)
As reported in part by Bloomberg's Gillespie:

The Asia-Pacific region took the biggest hit, with volumes down 45% from the year-earlier period, because it was the first struck by the outbreak, according to a report from broker Savills Plc. Investment dropped by 36% in the Americas and 19% in Europe, the Middle East and Africa.

Bridgewater Over Troubled FINRA Waters ( Blog)
I must ask -- indeed, all Wall Street reform advocates must wonder -- whether FINRA's Nominating Committee knew about an American Arbitration Association hearing panel's finding of fabrication of evidence by Bridgewater Associates that occurred during the newly-elected FINRA Board Chair Eileen Murray's term as CEO of Bridgewater. If the Nominating Committee knew of the allegations/findings about fabricated evidence, was that disclosed to all FINRA Board members before they voted to approve Murray's nomination? If the Nominating Committee did not know about the fabricated evidence issue, shouldn't Murray have disclosed such facts during the vetting process given that FINRA is Wall Street's leading self-regulatory-organization?  

Vote for Stephen Kohn for 2020 FINRA Small Firm Governor ( Blog)
As a 38-year Wall Street veteran and a founder of the NASD and FINRA Dissident Movement, I have tired of far too many candidates for FINRA elective office who talk the talk but won't walk the walk. Following his election as the 2017 FINRA Small Firm Governor, Stephen Kohn pressed for a number of meaningful reforms. Too often it was Stephen and only Stephen who fought for the small firms. Despite his lonely advocacy, Stephen persisted. If re-elected in 2020, Stephen will remain a passionate voice in raising the legitimate grievances of the small firm community. I urge all FINRA Small Firm Executive Representatives to cast a proxy in support of Stephen Kohn's candidacy for the 2020 FINRA Small Firm Governor.