Areas of Experience

Following money through the banking system, from account statements to the payment rails between institutions.

• Bank statement reconstruction across institutions, accounts, and account holders
• Fedwire and CHIPS analysis of domestic wire activity
• SWIFT message analysis of international transfers
• Correspondent-bank tracing where foreign transfers pass through U.S. accounts
• Offshore tracing through secrecy jurisdictions
• Source-and-use reconstruction of investor funds, tranche by tranche
• Payment-to-trading correlation matching transfers to the securities transactions they funded in specific accounts
• Disgorgement, net-profit, and prejudgment-interest computation
• Asset identification tying specific accounts and share blocks to requested relief

Determining who controls a position when ownership is spread across nominees, entities, and borders, and connecting accounts to the people using them. Exchange Act Sections 13(d) and 16, and the five percent disclosure threshold.

• Control-group analysis: per-holder percentages and dates, and whether separate holders functioned as a single person under the reporting rules
• Ownership-reporting analysis of stakes split across entities and brokerages relative to disclosure thresholds
• Conversion-blocker mechanics and their effect on reportable ownership
• Offshore nominee-structure analysis: layered entities, split percentages, and resignation letters across secrecy jurisdictions
• IP-address correlation across nominally separate accounts
• VPN architecture and geolocation analysis: providers, servers, and traffic
• Chat, text, and messaging-app review cross-referenced to order entry and executions in the trading records
• Phone-record-to-trade correlation
• Email-provisioning and alias analysis reconstructing how online identities were created, who used them, and when

The financing structures that convert debt into discounted stock, and what they do to an issuer’s share count and price.

• Convertible-preferred and convertible-note terms: discounts, conversion caps, blockers, and reset provisions
• Conversion-cycle analysis: discount-to-market conversions, share issuance timing, and dilution measurement
• Cap-table analysis identifying the financiers, facilities, and issuance patterns that precede downward pressure on the stock

Reconstructing activity that crosses borders, from foreign traders and foreign broker-dealers to the offshore accounts behind them.

• Foreign broker-dealer order-flow analysis for trading routed into the U.S. markets
• Multi-hop international order-routing reconstruction with timestamps normalized across markets and jurisdictions
• Offshore-entity and foreign-account record analysis across the secrecy jurisdictions these structures commonly use
• Coordination experience with international regulators and federal partners on joint and parallel enforcement matters

Microcap matters bury you in records. This is the work of getting through them without losing what counts.

• Case-file and e-production review across brokerage, bank, transfer agent, promoter, and issuer records
• Prioritization of voluminous productions, separating the records that bear on the questions in the case from the noise
• Deduplication and organization of large mixed document sets
• Drafting document requests targeted to where each record type lives

Analyzing the records of the professionals a microcap transaction passes through, including attorneys, transfer agents, auditors, and brokers.

• Attorney opinion-letter analysis against the underlying share history and the relationships among the holders
• Transfer agent files: instructions, correspondence, and certificate records
• Audit engagement records and the diligence behind issuer financials
• Broker-dealer and dealer registration analysis under Exchange Act Section 15(a)
• Nominee-service and account-provider records across jurisdictions

Coordinated trading that creates a false or misleading appearance of active trading, price, or liquidity, and the market impact that follows. Securities Act Section 17(a); Exchange Act Sections 9(a) and 10(b), Rule 10b-5.

• Matched-order and wash-trade reconstruction from order and execution audit-trail data at second-level timestamp granularity, pairing buys and sells by time, price, and quantity across accounts
• Marking-the-close analysis of end-of-day trading that impacts the closing price
• Spoofing and layering analysis of quote and order activity
• Liquidity analysis testing whether a price and volume history reflected genuine demand from unrelated third parties
• Float and liquidity-control analysis establishing who held and controlled the tradeable supply of shares
• Identification and interpretation of directed-trading tactics: offer peppering, support bids, and staged and laddered limit orders
• Volume-share and price run-up tied to a defined trading window
• Mechanics of naked short selling and the market-maker locate exemption in microcap stocks, a structural specialty Joe speaks on publicly

How microcap shares actually move, where the records live at every step from issuance to settlement, and who keeps them.

• Custody and clearing for stocks, from paper certificates to book entry
• Transfer agent operations: issuance, transfers, restrictive legends, and the shareholder records behind them
• The roles of introducing, executing, and clearing brokers, and the records each one creates and keeps
• OTC Markets and over-the-counter quotation and trading mechanics
• Cross-market trading of the same shares, from Canadian exchanges and OTC Markets F shares to Frankfurt and other foreign venues

The disclosure and accounting base underneath the trading work. Most microcap issuers disclose through OTC Markets, not EDGAR, so that is where Joe starts.

• OTC Markets disclosure review: annual, quarterly, and current reports, attorney letters, and company profile data filed under the alternative reporting standard
• OTC Markets tier and eligibility mechanics, from OTCQB and Pink Current through the Expert Market, and the disclosure each tier requires
• EDGAR review of periodic filings and registration statements for consistency with public statements and other records
• Materiality analysis of promotional claims measured against issuer financials
• Beneficial-ownership-table and Schedule 13D and 13G analysis for exact percentages, dates, and group status
• A finance degree, a master’s in accountancy, and Certified Fraud Examiner methodology underneath the analysis

Analyzing stock promotion, its compensation, and its disclosure. Securities Act Sections 17(a) and 17(b); Exchange Act Section 10(b).

• Compensation tracing from a promotion through the payment chain that funded it, measured against the published disclaimers
• Newsletter authorship and compensation analysis, including publications run under aliases and through third parties
• Promotion-and-trading analysis matching public statements to contemporaneous activity in the accounts behind them
• Payment-chain analysis through the intermediaries between issuer and promoter
• Campaign analytics: baseline versus promotion-period price and volume, measured campaign by campaign
• Press-release timing analysis against trading and disclosure records
• Broadcast and media promotion review, including compensation disclosure

Analyzing how shell companies are formed, revived, transferred, and made tradeable.

• Shell screening across financial statements: cash, operations, employees, and news flow measured against market capitalization
• Shell-formation records: incorporation papers, officer and director appointments, business plans, audit engagements, and offering files
• Transfer agent records: issuance instructions, certificate handling, and the shareholder lists over time
• Ticker, quotation, and settlement-eligibility mechanics: Rule 15c2-11 applications, FINRA corporate actions, and DTC eligibility
• Shell-reactivation analysis: delinquent-filing cures, management changes, and disclosure updates preceding a promotion
• Reverse-merger and PIPE structure analysis, including the share issuance and pricing terms of each deal

Reconstructing the full arc of a securities distribution, from formation to final public sale, to determine whether a registration statement covered the sales and whether an exemption applies. Securities Act Section 5.

• Registration-chain reconstruction across EDGAR: Form S-1 and amendments, Form 211, notices of effectiveness, periodic filings, and articles of merger
• Distribution-chain economics comparing acquisition cost to sale price at each step in the chain
• Rule 144 analysis, including affiliate volume limits and holding periods
• Restrictive-legend removal analysis, including the opinion letters and representations behind each removal
• Straw-shareholder and subscription-agreement analysis of whether nominal purchasers paid for, received, and controlled their shares
• Jurisdiction and venue analysis where foreign sellers route sales into the U.S. markets through U.S. brokerages

Joe brings all of it to investigations, litigation support, and expert witness work. Every engagement starts with a conflicts check and a confidential read of your matter.