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SEC Litigation Releases: Week in Review (Part I) - October 4th, 2013

SEC Files Fraud Charges Against Universal Travel Group, Its Former CEO and Chair, Jiangping Jiang, and Its Former Director, Secretary and Interim CFO, Jing Xie
September 27, 2013, (Litigation Release No. 22823)
The SEC announced the filing of "fraud and related charges against Universal Travel Group, a China-based travel services company, its former CEO and Chair, Jiangping Jiang, and its former Director, Secretary and Interim CFO, Jing Xie." According to the SEC, Jiang and Xie "failed to...

SEC Awards More Than $14 Million to Whistleblower

Earlier this week, the Securities and Exchange Commission (SEC) announced that an anonymous whistleblower has been awarded over $14 million for the information provided to the SEC that resulted in an expedited enforcement action. This is the third, and by far the largest, award granted by the SEC's Office of the Whistleblower since it was established by the Dodd-Frank Act in 2011.1

Although the announcement does not specifically mention which enforcement action lead to the award, we can...

FINRA Files Cease and Desist RE: John Carris Investments and Fibrocell Science

Yesterday, the Financial Industry Regulatory Authority (FINRA) announced a temporary cease and desist order against "John Carris Investments, LLC (JCI) and its CEO, George Carris, to immediately halt solicitations of its customers to purchase Fibrocell Science, Inc. stock without making proper disclosures."

According to FINRA's complaint, JCI manipulated the stock price of Fibrocell (FCSC) through unauthorized purchases and so-called 'matched trades'. In particular, between May and September...

SLCG Research: Priority Senior Secured Income Fund

In our experience, retail investors are being sold increasingly obscure and non-conventional investments. An investment that raised our eyebrows recently is the Priority Senior Secured Income (PSSI) Fund. The PSSI Fund is the first regulated investment company that invests primarily in leveraged loans and collateralized loan obligation (CLO) tranches lower in their capital structures.

Unlike the mutual funds with which most retail investors are familiar, PSSI Fund investors are not able to...

SEC Litigation Releases: Week in Review - September 27th, 2013

SEC Charges CEO of Video Game Company and Purported Consultant in Revenue Inflation Scheme
September 25, 2013, (Litigation Release No. 22813)
According to the complaint , in 2009 Troy Lyndon, CEO and CFO of Left Behind Games Inc, and his friend, Ronald Zaucha, schemed to "falsely inflate the company's revenue by nearly 1,300 percent in a one-year period through sham circular transactions." Left Behind Games "was founded in 2001 and touted itself as 'the only publicly-traded exclusive publisher...

SEC Proposes Rule for "Pay Ratio" Disclosure

Last week, the Securities and Exchange Commission (SEC)released a rule proposalthat would require "public companies to disclose the ratio of the compensation of its chief executive officer (CEO) to the median compensation of its employees." The proposed rule gives companies flexibility with respect to the methodology used to calculate the pay ratio. This flexibility allows for a variety of approaches that are appropriate for each company's size and structure.

Although the SEC does not specify...

SEC Approves Municipal Adviser Registration Requirement

Late last week, the Securities and Exchange Commission (SEC) voted to adopt rules requiring municipal advisors to register with the commission if the advisor "provides advice on the issuance of municipal securities or about certain 'investment strategies' or municipal derivatives." This permanent registration requirement was required by Dodd-Frank (Section 975) and replaces the temporary registration requirement previously implemented by the SEC.

The registration requirement is meant to...

SEC Litigation Releases: Week in Review - September 20th, 2013

Court Enters Final Judgment by Consent Against SEC Defendant Roland Kaufmann
September 19, 2013, (Litigation Release No. 22802)
Yesterday the US District Court for the Eastern District of New York entered a final judgment against Roland Kaufman. The judgment bars Kaufman from participating in penny stock offerings and from serving as a director or officer of a public company. The judgment stems from a July 2012 SEC complaint that allegedAxius, Inc., Jean-Pierre Neuhaus, and Roland Kaufmann...

What is Black-Scholes, Anyway?

In the past, we have reviewed the basics of options as well as included some discussion of more exotic options, such as binary options and barrier options, but we haven't talked in detail about option pricing. There are a lot of great models for valuing options, but they can be a bit intimidating for the uninitiated, even though the underlying ideas are simple.

Any option's value is dependent upon the probability and timing of payouts. For example, how much would you be willing to pay for an...

FINRA Investor Alert: Private Placements

Many of the riskiest financial products we have seen are sold as private placements. Generally speaking, private placements are investments sold directly to accredited investors, and are not registered with the SEC. Private placements include hedge funds, oil and gas partnerships, private real estate investment trusts, and other speculative investments.

Yesterday, FINRA released an Investor Alert on private placements. In it, they warn investors that sales abuses and even fraud have been...

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