The Creation of Counterfeit Shares — There are a variety of names that the securities industry has dreamed up that are euphemisms for counterfeit shares. Don’t be fooled : Unless the short seller has actually borrowed a real share from the account of a long investor, the short sale is counterfeit. It doesn’t matter what you call it and it may become non–counterfeit if a share is later borrowed, but until then, there are more shares in the system than the company has sold.
The magnitude of the counterfeiting is hundreds of millions of shares every day, and it may be in the billions. The real answer is locked within the prime brokers and the DTC. Incidentally, counterfeiting of securities is as
It is estimated that 1000 small companies have been put out of business by the shorts.
PDF (12 Pages): Paper Counterfeiting Stock
‘Spoofing’: The SEC Calls It Manipulation, But Will Court Agree?
Michael A. Asaro, 17 July 2017
In recent years, the U.S. Securities and Exchange Commission (SEC), Commodity Futures Trading Commission, and the Department of Justice have pursued an increasing number of cases involving a relatively new form of alleged market manipulation known as “spoofing.” See, e.g., U.S. v. Coscia, No. 14-cr-00551 (N.D. Ill.); In re Panther Energy Trading, CFTC Docket No. 13-26 (2013); CFTC v. Nav Sarao Futures, No. 15-cv-03398 (N.D. Ill.); In re Hold Brothers On-Line Investment Services, Exchange Act Release No. 67924 (SEC Sept. 25, 2012); SEC v. Lek Secs., No. 17-cv-1789 (S.D.N.Y.). Continue reading “Article: ‘Spoofing’: The SEC Calls It Manipulation, But Will Court Agree?”
In Pursuit of the Naked Short
Alexis Stokes, Texas State University
Journal of Law and Business 5/1 (Spring 2009)
This article explores the origins of naked short-selling litigation; considers
the failures of significant naked short-selling lawsuits in federal court;
surveys the obstacles erected collectively by constitutional standing requirements, the Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act, brokerage firms, death spiral financiers, and the Depository Trust and Clearing Corporation; examines the efficacy of Regulation SHO, SEC rule 10b-21, and new FINRA rules; discusses recent state legislation and state court litigation; and identifies non-litigation options to curb naked short-selling. Ultimately, this article seeks to answer the question: If manipulative naked short-selling is more than a mythological scapegoat for
small cap failure, what remedies are, or should be, available?
PDF (62 Pages): Article In Pursuit of the Naked Short
Nanopierce Technologies, Inc. v. Southridge Capital Management
Find a Case, 29 January 2008
Before the Court are three motions for summary judgment pursuant to Rule 56(c) of the Federal Rules of Civil Procedure. The three motions are addressed in the following order: first, the motion for summary judgment filed by Harvest Court (a co-defendant and subsidiary of Southridge); second, the motion for summary judgment filed by Counterclaim-Plaintiffs Kampmann and Metzinger (Nanopierce executives); and third, the motion for summary judgment filed by H. Glenn Bagwell, Jr. For the reasons stated below, Harvest Court’s motion for summary judgment is granted, Kampman and Metzinger’s motions for summary judgment are denied with respect to Counts 1, 7, 8, and 13, and granted with respect to Count 9. Bagwell’s motion for summary judgment is denied.
In a September 26, 2000, meeting at defendant Southridge’s office, Nanopierce President Paul Metzinger negotiated an agreement with two Southridge employees, Defendants Singer and Pickett.*fn2 The negotiated agreement between Southridge and Nanopierce called for $7.5 million in initial financing in exchange for approximately 4.5 million shares of Nanopierce stock. The agreement also contained a provision providing “reset rights,” which entitled the Southridge to additional shares of common stock in the event the stock price declines. The reset clause included three reset dates (at 65, 130, and 195 days after the closing) at which additional shares would be issued if the stock was trading below the initial purchase price. Finally, the agreement also provided for an additional $7.5 million in financing at a future date, on the condition that Nanopierce’s stock met certain price and volume thresholds. Continue reading “Article: Nanopierce Technologies, Inc. v. Southridge Capital Management”
Who Caused the SEC to Enter an Amicus Brief on behalf of DTCC in the Nanopierce Case?
Sanity Check via Wayback, 5 February 2006
It was my understanding, and that of many I know, that the SEC had told Counsel for the victims a year ago in a special purpose meeting, that they would NOT be filing an Amicus brief for DTCC in the matter of Nanopierce.
So what happened to change that position, and Why? Who got to the SEC on this issue, causing a change of mind and position? The only units able to put this kind of pressure on the SEC is either our Congress, or the Senate. So which was it.
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Future-Priced Convertible Securities & The Outlook For
“Death Spiral” Securities-Fraud Litigation
Zachary T. Knepper
bepress Legal Series, 29 August 2004
In recent years, many companies in the United States have issued so-called “Future-Priced Convertible Securities.” These companies tend to be small, thinly-traded, and (most importantly) desperate for cash, and look to the Future-Priced Convertible Security as a necessary means of financing to keep their businesses operating. FuturePriced Convertible Securities are thus credited by some with providing an important form of financing in the marketplace.1 Yet these securities are also a source of controversy. Many companies have wound up regretting issuing these instruments, after watching their stock values tumble and their market capitalizations dry-up subsequent to issuing these securities. Issuers have even started to sue.
PDF (71 pages): Future-Priced Convertible Securities & The Outlook For
“Death Spiral” Securities-Fraud Litigation
DTCC Chief Spokesperson Denies Existence of Lawsuit
Financial Wire cited by RGM Communications via Wayback, 11 May 2004
FinancialWire received a confidential email between a reporter and Stuart Z. Goldstein, Managing Director of Corporate Communications for the Depository Trust and Clearing Corp. in which Goldstein was represented as denying that a lawsuit filed by Nanopierce Technologies (OTCBB: NPCT) exists.
The chief spokesperson for the DTCC, whose board of directors represent a who’s who of financial entities, including Lehman Brothers (NYSE: LEH), Citigroup / Solomon Smith Barney’s Corporate Investment Bank (NYSE: C), and Morgan Stanley (NYSE: MWD), was quoted as stating that the “lawsuit” did not exist and was simply “charges being leveled by internet crackpots.”
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