February 28, 2012
It has come to my attention that brokerages can sell restricted controlling insider's stock without first requiring the insider to file Form 4 or Form 144. This can total multi-millions of dollars in sales, never reported.
When investors buy stock and the controlling insiders have sold in contemporaneous proximity to the buys, the investor is buying stock the insider is selling, even if the trades do not cross, because the stock price will eventually be effected by an illegal sale of restricted stock. Such an event will leak out and there is a system in place to assure that it does. It is called "the third party, arm's length consultant".
Accordingly, I would urge the SEC to find a way to disclose to investors the fact that it is possible controlling insiders of a public company can sell at any moment, very large amounts of stock totaling in the multi-millions, the sale is never reported and the investor is not warned by either the brokerage handling the transaction, or the exchange.
In a worst case scenario, there may be no oil in the well, no gold in the mine, no cure in the AIDS therapy and the investor will be left with colossal losses in holding and believing what the company issues in its press releases.
The reader is likely thinking "wow, this is 2012, this author is wrong". Based on the evidence I hold, which is under seal in the Federal Court, I would beg to differ.
Investors are led to believe that there are rules, regulations and laws in place to protect them, so they can buy without assuming there is a risk of what I say above, could come to pass.
I think most investors would reconsider the timing and form of investing they wish to undertake, if they knew there was a chance they are buying the insiders restricted stock, or through a pool that contains the insiders restricted stock and most particularly, where the amount of stock being sold is significant.
Although I recognize the 1933 and 1934 Securities act was forged to prohibit this kind of activity, I have proof it has utterly failed. I suspect this ties indirectly, but with certainty, to campaign finance reform and the creation of and passing of the PSLRA.
So the lay person can follow along, this means money flowing into political campaigns from various "donors" can come from stock manipulation and fraud and worse, there is a system in place where the controlling insiders of the public company sell as I say above, they get their cut, counsel to the controlling insiders form a conflict relationship with the insiders and get their cut. "Consultants" close to the company in question get their cut by front running the operation and the biggest of institutions are warned, dumping their massive holdings and ultimately causing a swing from perhaps a $ 150 stock down to just a few dollars. And this can happen very rapidly. All of this forms a solid platform for the use of naked short selling into the "event" and a very rapid decline in stock price. Sound familiar? 1929?
We have collectively evolved from a position of "there is no such thing as naked short selling" to a position of "oops, it was there all along".
Investors need to know all the rules, regulations and laws can be circumvented and very large insider sales can be perpetrated and executed, resulting in colossal and very rapid losses to the investor as the largest of institutions will be warned first. How hard is this to understand? It is as old as the basic premise of frauds and deceits.
As such, by knowing this and weighing the risks, at least an investor can know what I did not know when they buy stock from any of the major exchanges. They can think it through and decide if such a level of risk is good for them.
Lastly, as I have previously called for in the public domain, I renew my plea to see the Securities and Exchange Commission seek a revision of law, retroactive, which removes statutes of limitations from major securities fraud cases. Statutes of limitations are formed of the old black letter law, dating back perhaps a millennium or two, where the purpose was to not allow testimony from people too far back in time, as it may not be reliable. We live in the electronic age. Securities Fraud is traceable through trades, electronic records and other forms of record, such as email and text. Where it can be shown a major fraud has been perpetrated and executed, why should a wrong doer become the beneficiary of their wrong doing by way of continual concealment of their crime? Eventually, the crime is visible and the Courts want no part of it of x number of years have successfully been consumed. It's time for the Courts to hang up the dismissal stamp and do some real work off the top of the deck, to benefit every living soul.