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SEC Proposes Rules to Include Certain Significant Market Participants as “Dealers” or “Government Securities Dealers”

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Washington D.C. — The Securities and Exchange Commission has proposed proposed two rules that would require market participants, such as proprietary (or principal) trading firms, who assume certain dealer functions, in particular those who as act as liquidity providers in the markets, to register with the SEC, become members of a self-regulatory organization (SRO), and comply with federal securities laws and regulatory obligations.

“I was pleased to support this proposal because I believe it reflects Congress’s statutory intent that firms engaging in important liquidity-providing roles in the securities markets, including in the U.S. Treasury market, be registered with the Commission,” said SEC Chair Gary Gensler. “Further, requiring all firms that regularly make markets, or otherwise perform important liquidity-providing roles, to register as dealers or government securities dealers also could help level the playing field among firms and enhance the resiliency of our markets.”

If adopted, the proposed rules, Exchange Act Rules 3a5-4 and 3a44-2, would further define the phrase “as a part of a regular business” in Sections 3(a)(5) and 3(a)(44) of the Act to identify certain activities that would cause persons engaging in such activities to be “dealers” or “government securities dealers” and subject to the registration requirements of Sections 15 and 15C of the Act, respectively.

Under the proposed rules, any market participant that engages in activities as described in the rules would be a “dealer” or “government securities dealer” and, absent an exception or exemption, required to: register with the Commission under Section 15(a) or Section 15C, as applicable; become a member of an SRO; and comply with federal securities laws and regulatory obligations, including as applicable, SEC, SRO, and Treasury rules and requirements.

The proposal will be published on SEC.gov and in the Federal Register. The public comment period will remain open for 60 days following publication of the proposing release on the SEC’s website or 30 days following publication of the proposing release in the Federal Register, whichever period is longer.

Press release distributed by the SEC.

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SEC Proposes Rules to Enhance Disclosure and Investor Protection Relating to Special Purpose Acquisition Companies, Shell Companies, and Projections

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Washington D.C. — The Securities and Exchange Commission today proposed new rules and amendments to enhance disclosure and investor protection in initial public offerings by special purpose acquisition companies (SPACs) and in business combination transactions involving shell companies, such as SPACs, and private operating companies.

“Nearly 90 years ago, Congress addressed certain policy issues around companies raising money from the public with respect to information asymmetries, misleading information, and conflicts of interest,” said SEC Chair Gary Gensler. “For traditional IPOs, Congress gave the SEC certain tools, which I generally see as falling into three buckets: disclosure; standards for marketing practices; and gatekeeper and issuer obligations. Today’s proposal would help ensure that these tools are applied to SPACs. Ultimately, I think it’s important to consider the economic drivers of SPACs. Functionally, the SPAC target IPO is being used as an alternative means to conduct an IPO. Thus, investors deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers.”

The proposed new rules and amendments would require, among other things, additional disclosures about SPAC sponsors, conflicts of interest, and sources of dilution. They also would require additional disclosures regarding business combination transactions between SPACs and private operating companies, including disclosures relating to the fairness of these transactions. Further, the new rules would address issues relating to projections made by SPACs and their target companies, including the Private Securities Litigation Reform Act safe harbor for forward-looking statements and the use of projections in Commission filings and in business combination transactions.

If adopted, the proposed rules would more closely align the required financial statements of private operating companies in transactions involving shell companies with those required in registration statements for an initial public offering.

The proposal also includes a new rule addressing the status of SPACs under the Investment Company Act of 1940, which is designed to increase attention among SPACs about this important assessment.  Under the proposed rule, SPACs that satisfy certain conditions that limit their duration, asset composition, business purpose, and activities would not be required to register under the Investment Company Act.

The public comment period will remain open for 60 days following publication of the proposing release on the SEC’s website or 30 days following publication of the proposing release in the Federal Register, whichever period is longer.

Press release distributed by the SEC.

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Tech Company Employees, Family and Friends Charged in $1M Scheme in California

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SEC Charges Seven California Residents in Insider Trading Ring

Washington D.C. — The Securities and Exchange Commission has announced insider trading charges against three software engineers employed at Twilio, Inc., a San Francisco-based cloud computing communications company, and four family members and friends for allegedly generating more than $1 million in collective profits by insider trading ahead of the company’s positive first quarter 2020 earnings announcement on May 6, 2020.

According to the SEC’s complaint, friends Hari Sure, Lokesh Lagudu and Chotu Pulagam were software engineers at Twilio and had access to various databases relevant to the company’s reporting of revenue. As alleged, around March 2020, they learned through the databases that Twilio’s customers had increased their usage of the company’s products and services in response to health measures taken in light of the Covid-19 pandemic, and concluded in a joint chat that Twilio’s stock price would “rise for sure.”

The SEC’s complaint alleges that despite receiving a company policy that prohibited them from insider trading, Sure, Lagudu and Chotu Pulagam knowingly tipped off, or used the brokerage accounts of, their family and close friends – Dileep Kamujula, Sai Nekkalapudi, Abhishek Dharmapurikar and Chetan Pulagam – to trade Twilio options and stock in advance of its May 6, 2020 earnings announcement while in possession of the confidential information concerning customer usage. According to the complaint, the scheme generated more than $1 million in illegal trading profits.

“We allege that this insider trading ring took advantage of valuable revenue information related to the pandemic at a San Francisco tech company,” said Monique C. Winkler, Acting Regional Director of the SEC’s San Francisco Regional Office. “We are holding these alleged tippers and tippees accountable for their roles in the scheme.”

The SEC’s complaint, filed in the Northern District of California, charges each of the defendants with violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

Today, the U.S. Attorney’s Office for the Northern District of California announced criminal charges against Dileep Kamujula.

The SEC’s investigation, which is continuing, was conducted by Erin Wilk and Elena Ro of the San Francisco Regional Office, with assistance from Jan Jindra of the SEC’s Division of Economic and Risk Analysis, as well as John Rymas of the Market Abuse Unit’s Analysis and Detection Center.  The case was supervised by Jennifer J. Lee of the San Francisco Regional Office.  The litigation will be led by Susan LaMarca, Ms. Wilk and Ms. Ro.

The SEC appreciates the assistance of the U.S. Attorney’s Office for the Northern District of California, the FBI, and the Financial Industry Regulatory Authority (FINRA).

Press release distributed by the SEC.

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Federal Court Bans Deceptive Health Claims and a Wide Range of Other Deceptive Conduct

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Federal Court Rules in Favor of FTC, Halting Illegal Tactics Used to Promote Smoking Cessation, Weight-Loss, and Sexual-Performance Aids

At the request of the Federal Trade Commission, a federal district court in California ordered a stop to the illegal tactics used by marketers who deceptively promoted dissolvable oral film strips as effective smoking cessation, weight-loss, and sexual-performance aids.

The court found that the FTC had prevailed on all 16 counts in its complaint against Jason Cardiff, Eunjung Cardiff, and seven entities they control, doing business as Redwood Scientific Technologies. The court’s permanent injunction, among other things, bans the Cardiffs and their companies from selling dissolvable oral film strips directly to consumers, bans engaging in multi-level marketing, bans them from making robocalls, and bans them from using negative-option marketing. It also imposes severe restrictions on their future conduct related to false advertising, fake testimonials, and unauthorized billing.

However, despite the fact that the FTC presented evidence that consumers lost $18.2 million to the defendants’ deceptive marketing, the court declined to order any compensation because of a recent Supreme Court’s ruling in the case of AMG v. FTC, which undercuts the agency’s authority to obtain such consumer redress.

“We’re pleased the court ruled in our favor as to every count in the complaint and entered such a strong injunction, including bans on several types of marketing,” said Samuel Levine, Director of the FTC’s Bureau of Consumer Protection. “Unfortunately, the FTC still hasn’t been given back its full authority to return money to fraud victims, meaning the people hurt by this scheme – which brought in over $18 million – get nothing.”

Additional Judgments Announced

In addition to finding that the defendants’ health claims for the three products were false or unsubstantiated, the court found they engaged in many other unfair and deceptive practices. Specifically, the court found the Cardiffs violated the Restore Online Shoppers’ Confidence Act by failing to clearly and conspicuously disclose their auto-ship program to customers who purchased online.

It also found the Cardiffs unfairly enrolled consumers in auto-ship plans without their consent, failed to honor refund policies and guarantees, used fake testimonials, made false Made-in-the-USA claims, and made illegal robocalls. Additionally, the court found the Cardiffs made deceptive earnings claims as part of a multi-level marketing scheme.

The court order entered against defendants Jason Cardiff and Eunjung Cardiff permanently bans them from engaging in multi-level marketing, robocalls, negative option sales, and marketing, advertising, or selling thin film strips to consumers.

It prohibits them from making unsubstantiated claims about the health benefits of goods and services, deceptively claiming that they have proof regarding any such health claim, failing to properly disclose auto-ship programs sold online, deceptively claiming that an endorser is a real consumer, deceptively claiming that any product is made in USA, making false earnings claims, and making any other misrepresentation regarding total costs, refund policies, or material restrictions or limitations connected with a sale of goods and services.

The court also entered a default judgment against the seven corporate defendants that acted together with the Cardiffs as a common enterprise the owned and operated. This judgment imposes the same conduct provisions the court imposed in its order against the Cardiff defendants.

The Federal Trade Commission works to promote competition and protect and educate consumers. Learn more about consumer topics at consumer.ftc.gov, or report fraud, scams, and bad business practices at ReportFraud.ftc.gov. Follow the FTC on social media, read consumer alerts and the business blog, and sign up to get the latest FTC news and alerts.

Press release distributed by the FTC.

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Russian government employees charged in historical hacking campaigns targeting critical infrastructure worldwide

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Defendants’ Separate Campaigns Both Targeted Software and Hardware for Operational Technology Systems

The Department of Justice has unsealed two indictments charging four defendants –all Russian nationals who worked for the Russian government– with attempting, supporting and conducting computer intrusions that together, in two separate conspiracies, targeted the global energy sector between 2012 and 2018. In total, these hacking campaigns targeted thousands of computers, at hundreds of companies and organizations, in approximately 135 countries.

A June 2021 indictment returned in the District of Columbia, United States v. Evgeny Viktorovich Gladkikh, concerns the alleged efforts of an employee of a Russian Ministry of Defense research institute and his co-conspirators to damage critical infrastructure outside the United States, thereby causing two separate emergency shutdowns at a foreign targeted facility. The conspiracy subsequently attempted to hack the computers of a U.S. company that managed similar critical infrastructure entities in the United States.

An August 2021 indictment returned in the District of Kansas, United States v. Pavel Aleksandrovich Akulov, et al., details allegations about a separate, two-phased campaign undertaken by three officers of Russia’s Federal Security Service (FSB) and their co-conspirators to target and compromise the computers of hundreds of entities related to the energy sector worldwide. Access to such systems would have provided the Russian government the ability to, among other things, disrupt and damage such computer systems at a future time of its choosing.

“Russian state-sponsored hackers pose a serious and persistent threat to critical infrastructure both in the United States and around the world,” said Deputy Attorney General Lisa O. Monaco. “Although the criminal charges unsealed today reflect past activity, they make crystal clear the urgent ongoing need for American businesses to harden their defenses and remain vigilant. Alongside our partners here at home and abroad, the Department of Justice is committed to exposing and holding accountable state-sponsored hackers who threaten our critical infrastructure with cyber-attacks.”

“The FBI, along with our federal and international partners, is laser-focused on countering the significant cyber threat Russia poses to our critical infrastructure,” said FBI Deputy Director Paul Abbate. “We will continue to identify and quickly direct response assets to victims of Russian cyber activity; to arm our partners with the information that they need to deploy their own tools against the adversary; and to attribute the misconduct and impose consequences both seen and unseen.”

“We face no greater cyber threat than actors seeking to compromise critical infrastructure, offenses which could harm those working at affected plants as well as the citizens who depend on them,” said U.S. Attorney Matthew M. Graves for the District of Columbia. “The department and my office will ensure that those attacking operational technology will be identified and prosecuted.”

“The potential of cyberattacks to disrupt, if not paralyze, the delivery of critical energy services to hospitals, homes, businesses and other locations essential to sustaining our communities is a reality in today’s world,” said U.S. Attorney Duston Slinkard for the District of Kansas. “We must acknowledge there are individuals actively seeking to wreak havoc on our nation’s vital infrastructure system, and we must remain vigilant in our effort to thwart such attacks. The Department of Justice is committed to the pursuit and prosecution of accused hackers as part of its mission to protect the safety and security of our nation.”

In addition to unsealing these charges, the U.S. government is taking action to enhance private sector network defense efforts and disrupt similar malicious activity.

The Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA) has already released numerous Technical Alerts, ICS Alerts and Malware Analysis Reports regarding Russia’s malign cyber activities, including the campaigns discussed in the indictments. These are located at: https://www.cisa.gov/shields-up

  1. United States v. Evgeny Viktorovich Gladkikh – defendant installed backdoors and launched malware designed to compromise the safety of energy facilities

In June 2021, a federal grand jury in the District of Columbia returned an indictment charging Evgeny Viktorovich Gladkikh (Евгений Викторович Гладких), 36, a computer programmer employed by an institute affiliated with the Russian Ministry of Defense, for his role in a campaign to hack industrial control systems (ICS) and operational technology (OT) of global energy facilities using techniques designed to enable future physical damage with potentially catastrophic effects.

According to the indictment, between May and September 2017, the defendant and co-conspirators hacked the systems of a foreign refinery and installed malware, which cyber security researchers have referred to as “Triton” or “Trisis,” on a safety system produced by Schneider Electric, a multinational corporation. The conspirators designed the Triton malware to prevent the refinery’s safety systems from functioning (i.e., by causing the ICS to operate in an unsafe manner while appearing to be operating normally), granting the defendant and his co-conspirators the ability to cause damage to the refinery, injury to anyone nearby, and economic harm. However, when the defendant deployed the Triton malware, it caused a fault that led the refinery’s Schneider Electric safety systems to initiate two automatic emergency shutdowns of the refinery’s operations. Between February and July 2018, the conspirators researched similar refineries in the United States, which were owned by a U.S. company, and unsuccessfully attempted to hack the U.S. company’s computer systems.

The three-count indictment alleges that Gladkikh was an employee of the State Research Center of the Russian Federation FGUP Central Scientific Research Institute of Chemistry and Mechanics’ (Государственный научный центр Российской Федерации федеральное государственное унитарное предприятие Центральный научно-исследовательский институт химии и механики, hereinafter “TsNIIKhM”) Applied Developments Center (“Центр прикладных разработок,” hereinafter “ADC”). On its website, which was modified after the Triton attack became public, TsNIIKhM described itself as the Russian Ministry of Defense’s leading research organization. The ADC, in turn, publicly asserted that it engaged in research concerning information technology-related threats to critical infrastructure (i.e., that its research was defensive in nature).

The defendant is charged with one count of conspiracy to cause damage to an energy facility, which carries a maximum sentence of 20 years in prison, one count of attempt to cause damage to an energy facility, which carries a maximum sentence of 20 years in prison, and one count of conspiracy to commit computer fraud, which carries a maximum sentence of five years in prison.

Assistant U.S. Attorneys Christopher B. Brown and Luke Jones for the District of Columbia, in partnership with the National Security Division’s Counterintelligence and Export Control Section, are prosecuting this case. The FBI’s Washington Field Office conducted the investigation.

The U.S.-based targets of the conspiracy cooperated and provided valuable assistance in the investigation. The Department of Justice and the FBI also expressed appreciation to Schneider Electric for its assistance in the investigation, particularly noting the company’s public outreach and education efforts following the overseas Triton attack.

  1. United States v. Pavel Aleksandrovich Akulov, Mikhail Mikhailovich Gavrilov, and Marat Valeryevich Tyukov – defendants undertook years-long effort to target and compromise computer systems of energy sector companies

On Aug. 26, 2021, a federal grand jury in Kansas City, Kansas, returned an indictment charging three computer hackers, all of whom were residents and nationals of the Russian Federation (Russia) and officers in Military Unit 71330 or “Center 16” of the FSB, with violating U.S. laws related to computer fraud and abuse, wire fraud, aggravated identity theft and causing damage to the property of an energy facility.

The FSB hackers, Pavel Aleksandrovich Akulov (Павел Александрович Акулов), 36, Mikhail Mikhailovich Gavrilov (Михаил Михайлович Гаврилов), 42, and Marat Valeryevich Tyukov (Марат Валерьевич Тюков), 39, were members of a Center 16 operational unit known among cybersecurity researchers as “Dragonfly,” “Berzerk Bear,” “Energetic Bear,” and “Crouching Yeti.” The indictment alleges that, between 2012 and 2017, Akulov, Gavrilov, Tyukov and their co-conspirators, engaged in computer intrusions, including supply chain attacks, in furtherance of the Russian government’s efforts to maintain surreptitious, unauthorized and persistent access to the computer networks of companies and organizations in the international energy sector, including oil and gas firms, nuclear power plants, and utility and power transmission companies. Specifically, the conspirators targeted the software and hardware that controls equipment in power generation facilities, known as ICS or Supervisory Control and Data Acquisition (SCADA) systems. Access to such systems would have provided the Russian government the ability to, among other things, disrupt and damage such computer systems at a future time of its choosing.

According to the indictment, the energy sector campaign involved two phases. In the first phase, which took place between 2012 and 2014 and is commonly referred to by cyber security researchers as “Dragonfly” or “Havex,” the conspirators engaged in a supply chain attack, compromising the computer networks of ICS/SCADA system manufacturers and software providers and then hiding malware – known publicly as “Havex” – inside legitimate software updates for such systems. After unsuspecting customers downloaded Havex-infected updates, the conspirators would use the malware to, among other things, create backdoors into infected systems and scan victims’ networks for additional ICS/SCADA devices. Through these and other efforts, including spearphishing and “watering hole” attacks, the conspirators installed malware on more than 17,000 unique devices in the United States and abroad, including ICS/SCADA controllers used by power and energy companies.

In the second phase, which took place between 2014 and 2017 and is commonly referred to as “Dragonfly 2.0,” the conspirators transitioned to more targeted compromises that focused on specific energy sector entities and individuals and engineers who worked with ICS/SCADA systems. As alleged in the indictment, the conspirators’ tactics included spearphishing attacks targeting more than 3,300 users at more than 500 U.S. and international companies and entities, in addition to U.S. government agencies such as the Nuclear Regulatory Commission. In some cases, the spearphishing attacks were successful, including in the compromise of the business network (i.e., involving computers not directly connected to ICS/SCADA equipment) of the Wolf Creek Nuclear Operating Corporation (Wolf Creek) in Burlington, Kansas, which operates a nuclear power plant. Moreover, after establishing an illegal foothold in a particular network, the conspirators typically used that foothold to penetrate further into the network by obtaining access to other computers and networks at the victim entity.

During the Dragonfly 2.0 phase, the conspirators also undertook a watering hole attack by compromising servers that hosted websites commonly visited by ICS/SCADA system and other energy sector engineers through publicly known vulnerabilities in content management software. When the engineers browsed to a compromised website, the conspirators’ hidden scripts deployed malware designed to capture login credentials onto their computers.

The conspiracy’s hacking campaign targeted victims in the United States and in more than 135 other countries.

Akulov, Gavrilov and Tyukov are charged with conspiracy to cause damage to the property of an energy facility and commit computer fraud and abuse, which carries a maximum sentence of five years in prison, and conspiracy to commit wire fraud, which carries a maximum sentence of 20 years in prison. Akulov and Gavrilov are also charged with substantive counts of wire fraud and computer fraud related to unlawfully obtaining information from computers and causing damage to computers. These offenses carry maximum sentences ranging from five to 20 years in prison. Finally, Akulov and Gavrilov are also charged with three counts of aggravated identity theft, each of which carry a minimum sentence of two years consecutive to any other sentence imposed.

Assistant U.S. Attorneys Scott Rask, Christopher Oakley and Ryan Huschka forthe District of Kansas, and Counsel for Cyber Investigations Ali Ahmad and Trial Attorney Christine Bonomo of the National Security Division’s Counterintelligence and Export Control Section are prosecuting this case. The FBI’s Portland and Richmond field offices conducted the investigation, with the assistance of the FBI’s Cyber Division.

Numerous victims, including Wolf Creek and its owners Evergy and the Kansas Electric Power Cooperative, cooperated and provided invaluable assistance in the investigation.

An indictment is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.


Note: View the concurrent announcement by the Department of State of a $10 million reward for information leading to the arrest of a defendant or identification of other conspirators as part of its Rewards for Justice program.

View the concurrent announcement by the FBI, Department of Energy and Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA) of a  Joint Cybersecurity Advisory containing technical details, indicators of compromise and mitigation measures.

Press release distributed by the DOJ.

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ACI Optimistic for Growth Potential of USMJ, PURA and PJET from Federal Marijuana Legalization

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Dallas (TX), March 25, 2022 (GLOBE NEWSWIRE) — ACI Conglomerated, the majority shareholder of North American Cannabis Holdings, Inc. (OTC Pink: USMJ), Puration, Inc. (OTC Pink: PURA) and Priority Aviation, Inc. (OTC Pink: PJET) today expressed optimism for the potential impact of federal marijuana legalization on the three holdings.

House lawmakers are expected to vote next week on the Marijuana Opportunity, Reinvestment and Expungement, or MORE Act that would remove marijuana from the list of federally controlled substances.

“The MORE Act could be a game changer for USMJ, PURA and PJET,” said Steven Rash, Chairman of ACI Conglomerated and the CEO of USMJ. “Investment and financing of all three companies is complicated by the current federal prohibition of cannabis.  Legalization would open all three companies to new resources that could drive exponential growth.”

USMJ is a cannabis e-commerce company marketing their own, and third-party cannabis-related products. PURA is industrial hemp sector co-op.  PJET is a former cannabis sector company recently shifting into the student life sector but impacted by both its cannabis history and relationship with USMJ and PURA.

Disclaimer:
This News Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any these statements. You are cautioned not to place undue reliance on any those forward-looking statements. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this news release. None of such forward-looking statements should be regarded as a representation by us or any other person that the objectives and plans set forth in this News Release will be achieved or be executed.

Contact:
ACI Conglomerated
Steven Rash
info@aciconglomerated.com
+1 (800) 861-1350

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Women’s History Month Event: SEC to Host Free Virtual Financial Fraud Webinar

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Washington D.C. — On March 29, 2022 at 7 p.m. ET the Securities and Exchange Commission’s New York Regional Office, in coordination with Alpha Kappa Alpha Sorority Inc., Tau Omega Chapter, will celebrate women’s history month with a free investor education panel discussion about staying safe from financial fraud.

The panel will feature four women from the SEC’s New York Regional Office. Sharon Bryant, Hane Kim, Celeste Chase and Shari Singh will share their expertise in spotting different types of investment fraud, including those found online and involving digital assets. The panelists will answer questions after the discussion.

“Educating the public with free financial fraud webinars is a great way to put investors on the offensive and stop scam artists who are looking to prey on them.” said Richard R. Best, Director of the SEC’s New York Regional Office. “We are excited to share this critical information which will help prevent financial fraud before it starts.”

To participate, visit our website, and click the Eventbrite link to register. Participants can submit questions for the speakers before the event by emailing SECNYOutreach@sec.gov and are encouraged to share information about this event with family and friends.

Press release distributed by the SEC.

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SEC Proposes Amendments to Remove References to Credit Ratings from Regulation M

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Washington D.C. — The Securities and Exchange Commission has voted to propose changes that would remove the references to credit rating agencies from existing exceptions provided in Rule 101 and Rule 102 of Regulation M, a set of rules designed to preserve market integrity by prohibiting activities that could artificially influence the market for an offered security.

“In Section 939A of the Dodd-Frank Act of 2010, Congress directed federal agencies, including the SEC, ‘to remove any reference to or requirement of reliance on credit ratings’ from our rules and to substitute an appropriate standard for credit-worthiness,” said SEC Chair Gary Gensler. “The SEC has completed much of this work, and the only remaining references to credit ratings are in Rules 101 and 102 of Reg M. Today’s proposal, if adopted, thus would fulfill Congress’s mandate to remove all such references to credit rating agencies from our rules.”

The Commission proposes to replace the credit-rating requirement included in Rule 101’s exception, which is available to distribution participants and their affiliated purchasers, with requirements that the nonconvertible debt securities and nonconvertible preferred securities meet a specified probability of default threshold, and that the asset-backed securities be offered pursuant to an effective shelf registration statement filed on the Commission’s Form SF-3. In addition, the proposed changes would eliminate Rule 102’s exception, which is available to issuers, selling security holders, and their affiliates, for investment grade nonconvertible debt securities, nonconvertible preferred securities, and asset-backed securities.

The Commission also voted to propose a recordkeeping requirement under Rule 17a-4(b)(17) for broker-dealers who make probability of default determinations in reliance on Rule 101’s proposed exception for nonconvertible debt securities and nonconvertible preferred securities.

The proposing release will be published on SEC.gov and in the Federal Register. The comment period will remain open for 60 days following publication of the proposing release on the SEC’s website or 30 days following publication of the proposing release in the Federal Register, whichever period is longer.

Press release distributed by the SEC.

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FBI crime report released: Victims lost $6.9b to internet-enabled scams in 2021

The FBI’s Internet Crime Complaint Center (IC3) has released its annual report.

The 2021 Internet Crime Report (pdf) includes information from 847,376 complaints of suspected internet crime—a 7% increase from 2020—and reported losses exceeding $6.9 billion. State-specific statistics have also been released and can be found within the 2021 Internet Crime Report and in the accompanying 2021 State Reports.

The top three cyber crimes reported by victims in 2021 were phishing scams, non-payment/non-delivery scams, and personal data breach. Victims lost the most money to business email compromise scams, investment fraud, and romance and confidence schemes.

In addition to statistics, the IC3’s 2021 Internet Crime Report contains information about the most prevalent internet scams affecting the public and offers guidance for prevention and protection. It also highlights the FBI’s work combatting internet crime, including recent case examples. Finally, the 2021 Internet Crime Report explains the IC3, its mission, and functions.

The IC3 gives the public a reliable and convenient mechanism to report suspected internet crime to the FBI. The FBI analyzes and shares information from submitted complaints for investigative and intelligence purposes, for law enforcement, and for public awareness.

With the release of the 2021 Internet Crime Report, the FBI wants to remind the public to immediately report suspected criminal internet activity to the IC3 at ic3.gov. By reporting internet crime, victims are not only alerting law enforcement to the activity but aiding in the overall fight against cybercrime.

To report an online crime or view IC3’s annual reports and public service announcements, visit ic3.gov.

FTC: Reports of romance scams hit record highs in 2021

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Online dating can be a great way to find lasting love – or even your next fling. But reports to the FTC suggest it also creates opportunities for scammers. In the past five years, people have reported losing a staggering $1.3 billion to romance scams,[1][2] more than any other FTC fraud category. The numbers have skyrocketed in recent years, and 2021 was no exception – reported losses hit a record $547 million for the year. That’s more than six times the reported losses in 2017 and a nearly 80% increase compared to 2020. The median individual reported loss in 2021 was $2,400.[3]

Romance Scams Data Spotlight Data

Reports show that romance scammers are masters of disguise. They create fake online profiles with attractive photos swiped from the web. Sometimes they even assume the identities of real people. They may study information people share online and then pretend to have common interests. And the details they share about themselves will always include built-in excuses for not meeting in person. For example, many reportedly claim to be serving overseas in the military or working on an offshore oil rig.

Many people who’ve experienced scams report being contacted on dating apps. But you don’t have to be looking for love to be courted by a romance scammer. Reports of unexpected private messages on social media platforms are common. More than a third of people who said they lost money to an online romance scam in 2021 said it began on Facebook or Instagram.[4]

Romance scammers weave all sorts of believable stories to con people, but their old standby involves pleas for help while claiming one financial or health crisis after another. The scammers’ stories might involve a sick child or a temporary inability to get to their money for a whole range of reasons. People who lost money to a romance scammer often report sending money repeatedly: they believe they’re helping someone they care about. But it’s all a lie.

In another common twist on the romance scam, people agree to help transfer money as a favor to their supposed sweetheart. The scammer often claims to need help getting their inheritance money or moving funds for an important business deal. Stories like this often set people up to become “money mules” – they may think they’re just helping, but they’re really laundering stolen funds. These stories are also used to trick people into sending their own money. People have reported paying all sorts of bogus fees to accept money that never turns up. Others say they deposited a check from their sweetie and sent some of the money as instructed, only to find out later that the check was fake – leaving them without the money they sent. Still others report sending money based on promises – later proven to be false – that they would be repaid.

A growing trend in 2021 was scammers using romance as a hook to lure people into bogus investments, especially cryptocurrency. People are led to believe their new online companion is a successful investor who, before long, casually offers investment advice. These so-called investment opportunities often involve foreign exchange (forex) trading or cryptocurrency. And when people follow this investment “advice,” they wind up losing all the money they “invest.”

In fact, the largest reported losses to romance scams were paid in cryptocurrency: $139 million last year alone.[5] That’s a remarkable growth in cryptocurrency payments to romance scammers: 2021 numbers are nearly five times those reported in 2020, and more than 25 times those reported in 2019. In 2021, the median individual reported loss using cryptocurrency was a staggering $9,770. While cryptocurrency losses were the most costly, it was not the most common payment method for romance scams. In 2021, more people reported paying romance scammers with gift cards than with any other payment method. In fact, about one in four people said they paid a romance scammer with a gift card, and they reported losing $36 million last year.[6]

Reports about romance scams increased for every age group in 2021. The increase was most striking for people ages 18 to 29. For this age group, the number of reports increased more than tenfold from 2017 to 2021. But the reported median loss increased with age: people 70 and older reported the highest individual median losses at $9,000, compared to $750 for the 18 to 29 age group.[7]

So how can you spot scammers if you’re looking for love online?

  • Nobody legit will ever ask you to help by sending cryptocurrency, giving the numbers on a gift card, or by wiring money. Anyone who does is a scammer.
  • Never send or forward money for someone you haven’t met in person, and don’t act on their investment advice.
  • Talk to friends or family about a new love interest and pay attention if they’re concerned.
  • Try a reverse-image search of profile pictures. If the details don’t match up, it’s a scam.

Help stop scammers by reporting suspicious profiles or messages to the dating app or social media platform. Then, tell the FTC at ReportFraud.ftc.gov. Learn more at ftc.gov/romancescams.


[1] This figure and figures throughout this Spotlight are based on reports to the FTC’s Consumer Sentinel Network that were classified as romance scams, excluding reports provided by the Internet Crimes Complaint Center (IC3). IC3 reports submitted prior to 2019 are not included in Sentinel, so these reports were excluded to ensure greater consistency in reporting trends over time.

[2] Because the vast majority of frauds are not reported to the government, this figure reflects just a small fraction of the public harm caused by romance scams. See Anderson, K. B., To Whom Do Victims of Mass-Market Consumer Fraud Complain? at 1 (May 2021), available at https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3852323

(study showed only 4.8% of people who experienced mass-market consumer fraud complained to a Better Business Bureau or a government entity).

[3] Reports provided by MoneyGram and Western Union are excluded for this calculation as these data contributors report each transaction separately, which typically affects calculation of an individual’s median loss.

[4] This figure is based on 2021 loss reports directly to the FTC categorized as romance scams and where the consumer identified an online platform. Of these, the top platforms identified as the starting point for the scam were Facebook (23%) and Instagram (13%).

[5] Ranked by reported dollar losses the top payment methods on romance scams reported in 2021 are as follows: cryptocurrency ($139M), bank transfer or payment ($121M), wire transfer ($93M), and gift card or reload card ($36M).

[6] About 28% of people who reported losing money on a romance scam in 2021 said they paid with a gift card or reload card, followed by cryptocurrency (18%), payment app or service (14%), bank transfer or payment (13%), and wire transfer (12%). These figures exclude MoneyGram and Western Union as these data contributors report each transaction separately, which affects the number of reports.  

[7] In 2021, the median individual reported losses to romance scams by age were as follows: $750 (18-29), $2,000 (30-39), $3,000 (40-49), $4,000 (50-59), $6,000 (60-69), and $9,000 (70 and over). Reports provided by MoneyGram and Western Union are excluded for these calculations as these data contributors report each transaction separately, which typically affects calculation of an individual’s median loss. About 70% (38,886 reports) of 2021 romance scam reports included age information.

Featured image: “The Little Book of Scams” by DANNY : DE HEK is marked with CC BY-NC-ND 2.0.