A Boca Raton attorney was convicted by a federal jury this
afternoon of 33 counts of conspiracy, securities fraud, wire fraud, and money
laundering offenses in connection with a scheme to fraudulently register shell
companies with the U.S. Securities and Exchange Commission (SEC), issue a class
of free-trading shares in the companies that were secretly controlled, and sell
these shares as part of pump-and-dump stock swindles.
Ariana Fajardo Orshan, U.S. Attorney for the Southern
District of Florida, and George L. Piro, Special Agent in Charge, Federal
Bureau of Investigation (FBI), Miami Field Office, made the announcement.
James M. Schneider, 77, a securities lawyer from Boca Raton,
Florida, was convicted by a federal jury after a two-week trial before U.S.
District Judge Federico A. Moreno in Miami (Case No. 17-20712-CR-FAM(s)). Schneider was convicted of conspiracy to
commit securities and wire fraud, in violation of Title 18, United States Code,
Section 1349; securities fraud, in violation of Title 18, United States Code,
Section 1348; wire fraud, in violation of Title 18, United States Code, Section
1343; conspiracy to commit money laundering, in violation of Title 18, United
States Code, Section 1956(h); and, money laundering, in violation of Title 18,
United States Code, Section 1957.
Schneider faces a maximum statutory sentence of twenty-five years for
the securities fraud conspiracy count, twenty-five years each for the
securities and wire fraud counts, and ten years each for the conspiracy to
commit money laundering and money laundering counts, as well as a fine up to
$250,000 or double the proceeds as to each.
Schneider is scheduled to be sentenced by Judge Moreno on February 14,
2019.
According to evidence introduced at trial, from
approximately March 2008 through at least May 2015, Schneider participated in a
scheme to operate a fraudulent shell factory in which the conspirators created
approximately 20 shell companies and filed numerous false documents with the
SEC. The filings falsely stated that the
companies were controlled by a nominee chief executive officer (CEO). The straw CEO would be listed as the owner of
the control block of shares but in reality the companies were controlled by the
undisclosed principals. The control block
of shares listed in the name of the sole officer were deemed restricted and
could not be sold to the public. The
principals would also list in SEC filings the names of various shareholders for
each company to make it appear that these shares were owned by persons
unaffiliated with the company. These
shares would later become “free trading” and secretly sold to shell
buyers. Using false and fraudulent
documentation describing the companies’ business purpose and share ownership,
the principals would then obtain approval to sell the companies’ shares
publicly in the open market. Thereafter,
the principals would sell the companies to shell buyers who would secretly
obtain both the control shares and the purported “free trading” shares without
disclosure to the SEC or the investing public.
These buyers would then use the shares to conduct pump-and-dump stock
swindles and other securities manipulation schemes. Evidence at trial showed that the shares of
the fake companies were then sold to investors for millions of dollars.
Schneider was an attorney licensed to practice in Florida
who authored false and fraudulent legal opinion letters indicating that shares
of the 20 companies were owned by persons who were not “affiliates,” when in
truth and in fact the shares were owned and controlled by the conspirators. Schneider also created false billing records
to make it appear that he was performing work for, and taking direction from,
the straw CEOs. In reality, he took his
direction from his co-conspirators, who would keep their names off of documents. Schneider also performed so-called escrow
services for the sale of the shell entities, including the illegal sale of the
purported free trading shares, and wired more than $5.6 million in proceeds to
bank accounts controlled by the conspirators.
Schneider did this, according to evidence introduced at trial, even
though he had no authorization from the named shareholders or verification that
the persons whose names were listed on escrow agreements authorized or approved
these transfers.
Eleven other defendants have been convicted in the Southern
District of Florida in connection with the Shell Factory Fraud investigation:
John Ahearn and Andrew Wilson, Case No. 17-20883-CR-KMW; Yelena Furman, Case
No. 17-20713-CR-CMA; David Lubin, Case No. 17-20508-CR-MGC; Sheldon Rose and
Ian Kass, Case No. 16-20706-CR-JEM; Steven Sanders and Alvin S. Mirman, Case
No. 16-20572-CR-CMA; Daniel McKelvey and Jeffrey Lamson, Case No.
16-20546-CR-RNS; and, Delaney Equity Group LLC, Case No. 18-20336-CR-CMA. Defendant Myron Gushlak has also been charged
but his case was transferred to fugitive status in Case No.
17-20713-CR-CMA. These convicted
defendants included two attorneys who practice securities law (Lubin and
Wilson), a registered securities representative (Kass), a stock transfer agent
(Ahearn), a securities broker-dealer (Delaney Equity Group LLC), an accountant
(Lamson), and four stock promoters (Sanders, McKelvey, Mirman, Rose, and
Furman).
Previously, the SEC filed parallel civil enforcement actions
against Schneider and the other criminal defendants charged in the Shell
Factory Fraud investigation.
U.S. Attorney Fajardo Orshan commended the investigative
efforts of the FBI’s Miami Field Office, and also thanked the SEC’s Miami
Regional Office for their assistance with the ongoing Shell Factory Fraud
investigation. The United States was
represented at trial by Assistant U.S. Attorneys Jerrob Duffy and Christopher
B. Browne, and Special Assistant U.S. Attorney Jeffrey T. Cook.
Related court documents and information may be found on the
website of the District Court for the Southern District of Florida at
www.flsd.uscourts.gov or at http://pacer.flsd.uscourts.gov.
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