The Securities and Exchange Commission (“SEC”) has filed a civil complaint charging attorney Guy M. Jean-Pierre a/k/a Marcelo Dominguez de Guerra with issuing fraudulent attorney opinion letters. According to the SEC, Jean-Pierre currently resides in the Dominican Republic although the Florida Bar reflects his address as Boca Raton, Florida.
In its Complaint dated December 6, 2012, the SEC alleges that after Jean-Pierre was banned from issuing attorney opinion letters regarding companies trading on the Pink OTC Markets Inc. (“Pink Sheets”), he continued writing letters, but forged another lawyer’s signature on the letters.
Pink Sheet stocks (which got their name because quotes were originally printed on pink paper) trade over-the-counter, rather than on an exchange such as the NASDAQ or NYSE. Generally, companies that trade on the Pink Sheets are small, tightly held and thinly traded. Many companies that are traded on the Pink Sheets do not file annual or periodic reports with the SEC. This makes it very difficult – if not nearly impossible – for an average investor to get any real information regarding these companies.
Issuers of Pink Sheet stocks oftentimes retain attorneys to issue legal opinion letters indicating that the attorney reviewed the issuer’s financials and determined that the relevant issuer had made adequate information publicly available pursuant to Rule 144(c)(2) of the Securities Act of 1933. Attorney opinion letters assist issuers with obtaining the improved status of being an “OTC Pink Current Information” issuer. Without an attorney opinion letter, the issuer’s stock would be tagged on the Pink Sheets’ website with a red stop sign by its ticker symbol along and a warning that “this company may not be making material information publicly available.”
According to the SEC, between 2004 and 2007, Jean-Pierre worked for a Florida-based law firm where he authored more than 50 attorney opinion letters. In 2007, Jean-Pierre opened his own law firm in Pompano Beach where he continued to issue attorney opinion letters. The SEC alleges that on April 21, 2010, Pink Sheets banned Jean-Pierre from issuing any further attorney opinion letters based on its findings that Jean-Pierre had not been performing the due diligence necessary to issue the letters.
The SEC’s Complaint alleges that shortly after being banned, Jean-Pierre formed a Texas-based corporation called Complete Legal. Jean-Pierre allegedly used the identity of his niece, an unemployed attorney licensed in Texas, to form the corporation. According to the SEC, Jean-Pierre continued to issue attorney opinion letters purportedly written and signed by his niece. The SEC claims that his niece neither consented to, nor was aware of, Jean-Pierre’s actions.
The SEC’s Complaint alleges that, between May 11, 2010 and April 28, 2011, Jean-Pierre sent at least 111 fraudulent attorney opinion letters falsely bearing his niece’s signature. In its Complaint, the SEC alleges that Jean-Pierre violated the federal securities laws and seeks the return of ill-gotten gains, interest and penalties.
According to the SEC, The Florida Bar filed a bar complaint against Jean-Pierre on October 10, 2012.