Microcap Expert Witness

When your case turns on how a microcap scheme actually worked, Joe brings a depth few practitioners have had the seat to build.

Expertise

Joe provides expert reports and testimony on microcap companies, their securities, and the trading and markets around them.

Reconstructing trading to understand whether it created a false appearance of activity, price, or liquidity, and what impact it had on the market.

  • Matched-order and wash-trade reconstruction from order and execution audit-trail data, down to second-level timestamps
  • Marking-the-close analysis of end-of-day trading that impacts the closing price
  • Spoofing and layering analysis of quote and order activity
  • Float and liquidity-control analysis establishing who controlled the tradeable supply
  • Volume-share and price impact tied to a defined manipulation window

Reconstructing how shares moved from initial issuance to public sale, and analyzing each step against the elements these questions turn on.

  • Share tracing from initial issuance through final sale, across transfer agent records, brokerage records, and issuer filings
  • Rule 144 analysis element by element, from holding periods and affiliate status to volume limits and manner of sale
  • Restricted and unrestricted share analysis, including legend removals and the opinion letters and representations behind them
  • Holding-percentage analysis against shares outstanding, where affiliate status and volume limits turn on the math
  • Aggregation across holders acting together, through nominees or otherwise, when separate accounts function as one position
  • Distribution economics comparing acquisition cost to sale price across the chain
  • Straw-shareholder and subscription-agreement analysis of whether nominal purchasers paid for, received, and controlled their shares
  • Shell-formation and shell-reactivation analysis, from incorporation records through officer appointments and audit arrangements

Determining who actually controls a position when ownership is split across nominees, entities, brokerages, and borders.

  • Undisclosed control-group reconstruction with per-holder percentages and dates
  • Ownership-reporting evasion analysis, including stakes split across entities and brokerages to stay under disclosure thresholds
  • Offshore nominee-structure unwinding across common secrecy jurisdictions
  • Multi-jurisdiction order-routing reconstruction and foreign-brokerage facilitation analysis
  • Digital forensics tying nominee accounts to the people actually behind them, from IP addresses and VPNs to chats and phone records

Analyzing who paid for a promotional campaign, how it was disclosed, and how it lined up with trading.

  • Compensation tracing from a promotion back through the payment chain that funded it
  • Promotion-and-trading analysis matching public statements to contemporaneous activity in the accounts behind them
  • Campaign-window analytics comparing baseline and promotion-period volume and price
  • Newsletter authorship and compensation analysis, including publications run under aliases and through third parties
  • Promotional-claim analysis against the issuer's filings and financial condition

Following money through the banking system, from individual account statements to the payment rails that move funds between institutions and across borders.

  • 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

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

  • Custody and clearing for stocks, from paper certificates to book entry
  • Transfer agent operations, share issuance, and shareholder records
  • The roles of introducing, executing, and clearing brokers, and the records each one 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

Qualifications

For nine years Joe was the principal investigator for the SEC’s Microcap Fraud Task Force, where his analysis went into federal filings and sworn declarations that had to hold up in court. His understanding of these schemes comes from the inside, from analyzing hundreds of microcap issuers and debriefing the cooperating witnesses who ran the frauds. He is a Certified Fraud Examiner with an academic background in both finance and accountancy.

Starting an engagement

Every engagement starts with a conflicts check, covering current engagements and the matters Joe worked on at the SEC, and a confidential read of your matter. Share a short description, and Joe will respond within 1-2 business days. If it is a fit, the next step is a complimentary consultation to scope the work.

Declarations

Sworn declarations Joe filed as the SEC’s investigator.

SEC v. Chan

S.D.N.Y. · 2019

Declaration in support of the asset freeze Doc. 8 · 16 pp · 29 exhibits

Reconstructed the matched trading in a zero-asset shell and identified the counterparties across five brokerages, working from Bluesheet and FINRA audit-trail data, shared IP and VPN records, and the outbound wires that located assets for the freeze.

SEC v. Lin

S.D.N.Y. · 2017

Declaration in support of the TRO and asset freeze Doc. 7 · 25 pp · 96 exhibits

Traced the shell from its Nevada incorporation through 38 South African subscription agreements and the sequentially numbered cashiers’ checks behind them, and confirmed that no registration statement covered the sales, working from incorporation and EDGAR filings, subscription agreements, bank records, and brokerage records.

Declaration in support of the default judgment Doc. 20 · 8 pp

Set out the net-profit calculations supporting the default judgment, working from the brokerage and wire records for the accounts in Guangdong, China.

Declaration in support of the Rule 60(a) motion Doc. 26 · 2 pp

Identified the specific brokerage accounts behind the judgment for the court’s amended order.

SEC v. Galas

W.D. Wash. · 2014

Declaration in support of the TRO and asset freeze Doc. 2-1 · 26 pp · 24 exhibits

Identified matched orders and wash trades across six stocks by correlating order timestamps across nominally separate accounts, and tied the logins to a single IP address at a Colorado motel, working from Electronic Blue Sheet data and order and execution records from six brokerages.

SEC v. Almagarby

S.D. Fla. · 2020

Rebuttal declaration, remedies phase Doc. 126-2

Described, from personal knowledge of the SEC’s systems, how the Commission identifies the counterparties to microcap trades. The court denied the defendants’ motion to strike it, ruling it proper rebuttal testimony that required no expert disclosure.

Ready to discuss your matter?

Share a few details about your matter, and Joe will be in touch within 1-2 business days. If it might make sense to work together, the next step is a complimentary consultation.

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