Broker-Dealer Litigation - Greenberg Traurig LLP

partnership interests, Nicholson misused and misappropriated investor funds, failed to disclose
material information regarding the use of investor proceeds, sold unregistered securities, and
operated an unregistered broker-dealer. The Commission barred Nicholson from association.
In re Oldham, Release No. 64491, 2011 SEC LEXIS 1705 (May 13, 2011).
Q.1.e(iii)
The Commission accepted an offer of settlement from Oldham, a registered
representative with a registered broker-dealer and an investment adviser representative with a
registered investment adviser. In an earlier proceeding brought by the Commission, a federal
district court entered a judgment by consent against Oldham, permanently enjoining him from
violating the securities registration provisions of the federal securities laws. The Commission’s
complaint alleged that Oldham offered and sold securities for which there was no registration
statement in effect and for which no exemption from the registration requirements applied. The
Commission barred Oldham from association, with the right to reapply after eighteen months.
In re Harris, Release No. 64942, 2011 SEC LEXIS 2518 (July 21, 2011).
Q.1.e(iii)
The Commission accepted an offer of settlement from Harris, a registered representative
of a registered broker-dealer. In an earlier action brought by the Commission, a federal district
court entered a final judgment by consent against Harris, permanently enjoining him from future
violations of Sections 5(a) and 5(c) of the Securities Act of 1933. The Commission alleged that
Harris offered and sold unregistered securities from 2004 through 2006. The Commission barred
Harris from association and from participating in any penny stock offering, both for a period of
eighteen months.
In re Divine Capital Mkts., LLC, Release No. 64999, 2011 SEC LEXIS 2610 (Aug. 1, 2011).
Q.1.e(iii)
The Commission accepted an offer of settlement from Buonomo, a registered
representative with Divine Capital Markets, LLC (the “Firm”), a registered broker-dealer. The
Commission alleged that Buonomo sold over 9.8 billion shares of a penny stock on behalf of a
client in violation of the securities registration provisions of the federal securities laws. The
sales generated at least $29,017 in commissions and other remuneration for Buonomo.
Buonomo either knew or should have known that the client had acquired the shares directly from
the issuer, and did not perform any due diligence to determine if there was a registration
statement in effect or on file for the shares. The Commission ordered Buonomo to cease and
desist from violating Sections 5(a) and (c) of the Securities Act, suspended him from
participating in any offering of a penny stock for twelve months, suspended him from association
for twelve months, and ordered him to disgorge $29,017 plus $5,948 in prejudgment interest.
The Commission waived Buonomo’s obligation to pay all but $3,000 of these amounts and did
not impose a civil penalty based on Buonomo’s sworn statement of financial condition.
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