Articles Tagged with private securities

shutterstock_180735251The Financial Industry Regulatory Authority (FINRA) recently sanctioned and barred broker Douglas Melzer (Melzer) concerning allegations that between November 2011, and May 2012, while registered with Wells Fargo Advisors, LLC (Wells Fargo), Melzer solicited four customers to invest $2,000,000 in an outside investment without providing his firm notice. According to FINRA Melzer was compensated at least $26,500. Unapproved sales activities and transactions are referred to as “selling away” in the industry.

Melzer entered the securities industry in 2008 when he became registered with Wells Fargo. Wells Fargo terminated Melzer’s registration in January 2013 in connection with his unapproved sales activity. Melzer was registered with Park Avenue Securities LLC from March 2013, through January 2015.

The conduct alleged against Melzer is a “selling away” securities violations. In the industry the term selling away refers to when a financial advisor solicits investments in companies, promissory notes, or other securities that are not pre-approved by the broker’s affiliated firm. However, even though the brokerage firm claim ignorance of their advisor’s activities, under the FINRA rules, a brokerage firm owes a duty to properly monitor and supervise its employees in order to detect and prevent brokers from offering investments in this fashion. In order to properly supervise their brokers each firm is required to have procedures in order to monitor the activities of each advisor’s activities and interaction with the public. Selling away misconduct often occurs where brokerage firms either fail to put in place a reasonable supervisory system or fail to actually implement that system. Supervisory failures allow brokers to engage in unsupervised misconduct that can include all manner improper conduct including selling away.

shutterstock_178801082The Financial Industry Regulatory Authority (FINRA) barred broker Joseph Pappalardo (Pappalardo) concerning allegations that between August 2008, and August 2012, Pappalardo, while associated with Financial Network Investment Corporation (n/k/a Cetera Advisor Network LLC), made fraudulent and misleading misrepresentations to a customer in the sale of private securities, converted customer funds for his personal use, engaged in private securities transactions (a/k/a “selling away”), failed to disclose several outside business activities, and failed to amend his U4.

Pappalardo joined Financial Network Investment Corporation in 2008 and was required to complete a several questionnaires including disclosures of outside business activities. In 2008, FINRA alleged that Pappalardo disclosed on the questionnaire that he had previously been involved with a real estate company he formed in 2003 called Coast-2-Coast Properties (C2C) that was in the business of buying, renovating, and selling houses but that the company was no longer in business. FINRA alleged that Pappalardo’s statement was false. In fact, FINRA found that Pappalardo was involved in several outside business activities that he failed to disclose to Cetera including ongoing involvement in C2C and its marketing arm Prosperity Financial Estate Planning and Insurance Services (Prosperity Financial).

Thereafter, FINRA found that Pappalardo solicited customers to invest in these businesses. In one instance, FINRA found that Pappalardo solicited the sale of a $100,000 investment in Prosperity Financial which Pappalardo converted for his personal use. In total, FINRA found that Pappalardo solicited C2C to at least 6 customers and purported to offer investors 12% interest returns on profits generated by the business. FINRA found that the investors did not actually own any portion of the real estate properties held by C2C but instead were to receive interest returns on profits from Pappalardo and the business. FINRA found that by engaging in the C2C private securities Pappalardo violated the FINRA rules.

shutterstock_185913422Every year dozens of investors contact our firm seeking to recover losses due to sham or bogus investments. Only a fraction of those defrauded people were fortunate enough to working with a licensed broker who wasn’t being properly supervised by their brokerage firm and have recourse to avenues of redress. The other investors are often left with little to no recourse other than to spend additional sums of money on the off chance for recovery.

Recently, the Securities and Exchange Commission published its “10 Red Flags That an Unregistered Offering May Be a Scam” Most investors do not realize that each and every investment out there must be registered with the SEC or offered through a registration exemption to be legally sold to investors. Yet, billions of dollars are continually pumped into fraudulent and unregistered offerings. The SEC published these top 10 red flags that every investor should be on the look out for.

  1. Claims of High Returns with Little or No Risk – A classic red flag that high returns are around the corner with little or no risk. Every investment carries some degree of risk, and if your advisor can’t point that out to you, then you need to find another broker.

shutterstock_185582The Financial Industry Regulatory Authority (FINRA) barred broker Edward Wendol (Wendol) concerning allegations that during the course of FINRA’s investigation into whether Wendol was involved in undisclosed outside business and private securities transactions, also known as “selling away”, Wendol failed to respond to FINRA’s requests. On May 29, 2014, FINRA requested that Wendol provide documents and information. On June 16, 2014, Wendol informed FINRA that he would not provide the requested documents and information or appear and provide testimony. As a result, Wendol was barred from the securities industry.

Wendol first became registered with FINRA in 1993 with South Richmond Securities, Inc. From October 1993, through October 2009, Wendol was registered with seven different FINRA member firms. On December 5, 2011, Wendol registered with Sterling Enterprises Group, Inc. (Sterling). Thereafter, from September 2013, through July 2014, Wendol was associated with WTS Proprietary Trading Group LLC.

The allegations against Wendol are consistent with a “selling away” securities violation. In such a case, the broker sells private securities away from the firm because the investment is not approved by the broker’s affiliated firm. Under the FINRA rules, a brokerage firm owes a duty to properly monitor and supervise its employees. In fact, each brokerage firm is required to establish and maintain a system to supervise the activities of each registered representative that is reasonably designed to achieve compliance with the securities laws. Selling away often occurs when supervisory lapse conditions exist. Supervisory lapses include either the failure to put in place a reasonable supervisory system or a failure to implement their supervisory requirements. Many times there obvious “red flags” of misconduct that are overlooked or not properly followed up on.

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