SEC.gov | Ernesto A. Lanza Named Acting Director of SEC Office of Municipal Securities

The Securities and Exchange Commission today announced that Ernesto A. Lanza will serve as Acting Director of the Office of Municipal Securities (OMS). Mr. Lanza, who has served as Senior Counsel to the OMS Director since 2019, replaces Rebecca J. Olsen, who was named Deputy Chief for the Division of Enforcement’s Public Finance Abuse (PFA) Unit. Mark R. Zehner, who held the PFA role since July 2010, is retiring from the agency after 25 years of service.

"I look forward to working closely with Ernie on oversight of municipal securities," said SEC Chair Gary Gensler. "This critical $4 trillion market finances local governments and the essential infrastructure of our communities, such as roads, hospitals, and schools. I thank Rebecca for her leadership of OMS since 2018 and congratulate Mark on his retirement from the SEC."

Prior to joining the SEC in 2019, Mr. Lanza was in private practice with a focus on public finance matters related to securities law, disclosure, and market structure issues. He previously served as the Deputy Executive Director of the Municipal Securities Rulemaking Board (MSRB), where he led a number of policy initiatives, including the launch of the EMMA system. Before that, he was the MSRB’s Chief Legal Officer and General Counsel.  Mr. Lanza holds a J.D. from the University of Pennsylvania Law School and earned his undergraduate degree cum laude from Harvard University.

Ms. Olsen became head of OMS in September 2018 and previously served as the Office’s Deputy Director, Chief Counsel, and attorney fellow. She earned a bachelor's degree from Boston College, a J.D. from the Georgetown University Law Center and an LL.M in International Business Law from the Vrije Universiteit Amsterdam, The Netherlands.

Mr. Zehner joined the SEC in January 1997. Prior to joining the Enforcement Division, he served as Regional Municipal Securities Counsel in the SEC’s Philadelphia Regional Office and as an Attorney-Fellow in OMS. He received a J.D. from the University of Pennsylvania Law School and a B.A. from Dartmouth College. In 2006, he received the Stanley Sporkin Award, the agency’s highest honor for enforcement staff.

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SEC.gov | SEC Charges Pharma CFO and Former Partner with Insider Trading

The Securities and Exchange Commission today charged the former Chief Financial Officer of pharmaceutical company Immunomedics, Inc. and his former romantic partner with insider trading in the company’s stock. 

According to the SEC’s complaint, while serving as CFO of Immunomedics, Usama Malik learned that the FDA had permitted the company to halt a clinical trial for a breast cancer drug because the existing trial data provided compelling evidence that the drug was effective. The complaint alleges that Malik – who was subject to a trading “black-out” that prohibited him and anyone living in his household from purchasing Immunomedics stock – immediately tipped Lauren S. Wood, with whom he lived at the time, as well as three family members. According to the complaint, Wood and two of the family members then bought Immunomedics stock, as did an account in the name of the third family member’s spouse. As alleged, after Immunomedics announced the FDA’s decision, its stock price nearly doubled, resulting in a gain of $67,060 to Wood and a combined gain of approximately $21,000 to the family members. The complaint further alleges that, when Malik was asked about Wood’s trading as part of an inquiry by the Financial Industry Regulatory Association (FINRA), he failed to identify her as his romantic partner and falsely claimed that he had not communicated with her during the relevant period.

"Public company executives have a duty to safeguard material nonpublic information and must not use it for their personal benefit, as we allege Malik did by tipping Wood and his family members," said Joseph G. Sansone, Chief of the SEC’s Market Abuse Unit. "The Enforcement Division remains focused on detecting and investigating insider trading by public company executives."

The SEC’s complaint, filed in the U.S. District Court for the District of New Jersey, charges Malik and Wood with violating the antifraud provisions of the federal securities laws, and seeks against each of them a permanent injunction and civil penalty and, against Malik, an officer and director bar.

In a parallel action, the U.S. Attorney’s Office for the District of Jersey today announced criminal charges against Malik and Wood.

The SEC’s investigation was conducted by Tracy Sivitz and Vanessa De Simone of the Market Abuse Unit, and Elizabeth Baier of the New York Regional Office. The case has been supervised by Mr. Sansone. The SEC appreciates the assistance of FINRA.

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SEC.gov | SEC Adopts Amendments to Finalize Rules Relating to the Holding Foreign Companies Accountable Act

The Securities and Exchange Commission today adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act (HFCAA). The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (PCAOB) is unable to inspect or investigate (Commission-Identified Issuers).

"We have a basic bargain in our securities regime, which came out of Congress on a bipartisan basis under the Sarbanes-Oxley Act of 2002. If you want to issue public securities in the U.S., the firms that audit your books have to be subject to inspection by the PCAOB," said SEC Chair Gary Gensler. "This final rule furthers the mandate that Congress laid out and gets to the heart of the SEC's mission to protect investors. The Commission and the PCAOB will continue to work together to ensure that the auditors of foreign companies accessing U.S. capital markets play by our rules. We hope foreign governments will, working with the PCAOB, take action to make that possible."

The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a "foreign issuer," as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA.

The SEC will identify Commission-Identified Issuers for fiscal years beginning after Dec. 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended Dec. 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended Dec. 31, 2022.

The adopting release will be published on SEC.gov and in the Federal Register. 

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SEC.gov | SEC Charges Latvian Citizen With Digital Asset Fraud

The Securities and Exchange Commission today charged a Latvian citizen with defrauding hundreds of retail investors out of at least $7 million through two separate fraudulent digital asset securities offerings.

According to the civil complaint, filed in U.S. District Court for the Eastern District of New York, Ivars Auzins defrauded U.S. and foreign investors through the unregistered offer and sale of digital asset securities in an initial coin offering and a purported digital asset cloud mining program.  Auzins allegedly used fake names, fictitious entities, and fraudulent profiles to perpetrate his schemes, and misappropriated nearly all of the investor funds that were raised.

In the first scheme, the complaint alleges that, from January 2018 through March 2018, Auzins fraudulently offered and sold unregistered digital tokens as part of an ICO of Denaro, a purported "multi-currency debit card platform." Specifically, the complaint alleges that Auzins falsely claimed Denaro enabled users to store their digital assets in a secure digital wallet and then spend them "like any other debit card" which could be provided by a credit card issuer. In fact, the complaint alleges, all of the claimed products or services being offered were fictitious, including the relationship with the credit card issuer. Finally, the complaint alleges that Auzins misappropriated all of the ICO’s proceeds.

In the second scheme, the complaint alleges that, from April 2019 to July 2019, Auzins fraudulently offered the unregistered securities of Innovamine, which purportedly offered a cloud mining program.  According to the complaint, Auzins claimed that investors could contribute digital assets to Innovamine, and then the company would perform mining activities and provide investors with a daily "automatic payout . . . in whichever coin they mine." The complaint alleges that these promises were untrue, and that Auzins misappropriated nearly all of the funds raised in the offering.      

"As we allege, Auzins was engaged in a brazen scheme to defraud retail investors under the guise of profitable digital asset opportunities," said Kristina Littman, Chief of the SEC Enforcement Division’s Cyber Unit. "We will continue to detect and pursue those that seek to victimize investors in the digital asset space."

The SEC’s complaint charges Auzins with violating the antifraud and registration provisions of the federal securities laws, and seeks permanent injunctions, including conduct-based injunctions, disgorgement plus prejudgment interest, civil penalties, and an officer-and-director bar against him.

The SEC’s investigation was conducted by Jon A. Daniels of the Cyber Unit. The case is being supervised by John O. Enright and Ms. Littman of the Cyber Unit and Thomas P. Smith, Jr. and Lara Shalov Mehraban of the New York Regional Office. The litigation is being conducted by Todd Brody and Mr. Daniels.

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SEC.gov | SEC Updates List of Firms Using Inaccurate Information to Solicit Investors

The Securities and Exchange Commission today announced that it updated its list of unregistered entities that use misleading information to solicit primarily non-U.S. investors, adding 82 soliciting entities, eight (8) impersonators of genuine firms, and one (1) bogus regulator.

The SEC’s list of soliciting entities that have been the subject of investor complaints, known as the Public Alert: Unregistered Soliciting Entities (PAUSE) list, enables investors to better inform themselves and avoid being a victim of fraud. The latest additions are firms that SEC staff found were providing inaccurate information about their affiliation, location, or registration. Under U.S. securities laws, firms that solicit investors generally are required to register with the SEC and meet minimum financial standards and disclosure, reporting, and recordkeeping requirements. 

"This latest update to the PAUSE list reflects the Commission’s ongoing effort to protect retail investors," said Jose M. Rodriguez, Deputy Chief of the SEC’s Office of Market Intelligence. "The PAUSE list provides valuable information to aid investors in making informed investment decisions." 

In addition to alerting investors to firms falsely claiming to be registered, the PAUSE list flags those impersonating registered securities firms and bogus “regulators” who falsely claim to be government agencies or affiliates. Inclusion on the PAUSE list does not mean the SEC has found violations of U.S. federal securities laws or made a judgment about the merits of any securities being offered.

The PAUSE list is periodically updated by the SEC’s Office of Market Intelligence, in coordination with the Office of Investor Education and Advocacy and the Office of International Affairs.

How to protect yourself:

• Digital Asset and “Crypto” Investment Scams – Investor Alert
• Fraudsters Posing as Brokers or Investment Advisers – Investor Alert
• Visit Investor.gov for tips on investing wisely and avoiding fraud.

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