Offering frauds are a longtime staple of the Commission’s enforcement division. These cases typically involve the originator of the scheme and his or her wholly owned entity that issues the securities. In many instances others are brought in to help implement the scheme.

High pressure tactics, firmly grounded on a bed of lies and false statements, are the juice that launches and feeds the scheme until it collapses. Frequently, the scheme targets a particular group. At times the case is paralleled by a criminal action initiated by the U.S. Attorney’s Office. The most recent case filed by the Commission in this area is SEC v. Safeguard Metals LLC, Civil Action No. 2:22-cv-00693 (C.D. Cal.).

Named as defendants in the action are: Jeffrey Ikahn and his firm, Safeguard Metals LLC. Mr. Ikahn owns and controls Safeguard Metals. Over a four-year period, beginning in 2017, Defendants targeted those about retirement age as potential investors for their scheme. The targeting was done through advertising and the website of Safeguard.

Potential investors were told that Safeguard had $11 billion in assets under management. The firm also had a London office, according to the pitch. Prominent individuals in the securities business were supposedly affiliated with the operations.

The sales pitch, centered on the sale of coins, was firmly tied to a bed of false statements. For example, sales agents for Safeguard told potential investors that a “Money Market Reform Law” permitted banks and brokerage firms to freeze retirement accounts if there was a market downturn, a false statement. It was also critical to another false statement — top financial experts were forecasting a downturn soon.

Safeguard and Mr. Ikahn also misled investors about the markups on the coins being sold. A “Precious Metals Shipping and Account Agreement,” created by Mr. Ikahn and available on the Safeguard website, told potential investors that the firm’s “operating margin” or mark-up was typically 4% to 23%, depending on the type of coin involved in the transactions. In reality, the markup was about 64%, yielding about $25.5. million in profits for Defendants.

Defendants obtained about $65 million from the sale of coins to over 450 largely elderly retail investors. The payments reflected the prices obtained from retail investors for the coins. The amended complaint alleges violations of Exchange Act Section 10(b) and Rule 10b-5 and Advisers Act Sections 206(1) and 206(2).

On June 14, 2023, the court entered partial judgments in favor of the Commission, permanently enjoining Safeguard and Defendant Ikahn from future violations of the Sections cited in the complaint. The final judgments, ordered as to Defendants on a joint-and-several basis, directed Safeguard and Ikahn to pay disgorgement of $25,569,303 as penalties along with prejudgment interest of $4,821,263. See Lit. Rel. No. 26307 (May 9, 2025).

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The Commission filed one new administrative action last week. Other regulators published market advice on select topics to assist the markets and investors while streamlining key topics involved in in securities transactions.

Be careful, be safe this week.

Commission

Remarks, Chair Atkins: In remarks delivered at the Crypto Task Force Roundtable on May 12, 2025 (here) SEC Chair Paul Atkins may have launched a new day for crypto and the Commission (here). Chair Atkins appears to be focused on what he calls a goal “to be the ‘crypto capital of the planet” as envisioned by President Trump” (Here) This apparently begins by returning to the traditional approach of developing what the Chair called “a rational regulatory framework for crypto asset markets that establishes clear rules of the road for the issuance, custody, and trading of crypto assets while continuing to discourage bad actors. . .” This approach contrasts sharply with, prior practice and will, according to the Chair, eliminate the ad hoc enforcement action approach previously used. The dawning of a new day in the crypto area centers on three points, according to Mr. Atkins: Issuance of regulations; custody of the assets; and giving registrants broader authority.

SEC Enforcement – Filed and Settled Actions

Statistics: Last week the Commission filed 1 settled administrative proceeding.

Improper accounting practices: In the Matter of Synchronoss Technologies, Inc., Adm. Proc. File No. 3-20883 (May 13, 2025) is an action that involved the company and 5 of its executives and employees — Clayton Thomas, Mare Bandini, Daniel Ives, John Murdock, and Ronald Prague, Esq. The company is a New Jersey based technology firm that primarily provides products, software, and services to telecommunications firms. In July 2018 the firm announced a restatement of its financial statements for the fiscal years ended 2014 and 2013. It involved about $190 million in revenue. The revenue had been recognized in violation of GAAP. It can be classified into three groups: 1) situations where there was not persuasive evidence of a transaction; 2) matters where the firm recognized revenue on licensing agreements rather than combining it ratably over the term of the agreement; and 3) situations where the revenue was recognized upfront rather than ratably over the term of the transaction. The transactions involved misconduct by executives and employees. It resulted from a material weakness in controls. The company was ordered to pay $12,5000,000; Thomas, $90,000; Bandini, $75,000; Ives $15,000; Murdock, $15,000; and Prague, $25,000. The funds will be placed into a fair fund.

ESMA

Guidelines: The European Securities and Markets Authority delivered technical advice on market abuse and SME growth as part of the listing act on May 7, 2025 (here).

Guidelines: The ESMA issued supervisory guidelines to prevent market abuse under MiCA, on April 29, 2025 (here).

Singapore

Prospectus requirements: The Monetary Authority of Singapore has proposed to streamline prospectus requirements and broaden investor outreach channels for IPOs, according to a release dated May 15, 2025 (here).

Remarks: Chia Der Juin, Managing Director, Monetary Authority of Singapore, delivered at the FAST Conference 2025, May 7, 2025 (here).


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