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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50240 / August 24, 2004

INVESTMENT ADVISERS ACT OF 1940
Release No. 2280 / August 24, 2004

Admin. Proc. File No. 3-11597


In the Matter of

Matthew Brenner and Darren Silverman,

Respondents.



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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AS TO MATTHEW BRENNER AND DARREN SILVERMAN

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Matthew Brenner ("Brenner") and Darren Silverman ("Silverman") (collectively the "Respondents").

II.

In anticipation of the institution of these proceedings, the Respondents have each submitted an Offer of Settlement ("Brenner's Offer" or "Silverman's Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Section III.B.4 with respect to Brenner, which are admitted by Brenner, and the findings contained in Section III.B.8 with respect to Silverman, which are admitted by Silverman, the Respondents each consent to the entry of this Order as set forth below.

III.

On the basis of this Order and Respondents' Offers, the Commission finds that:

Brenner

1. From April 2001 through June 13, 2001, Brenner was a registered representative associated with a broker-dealer registered with the Commission. Brenner served as a fund manager and "manager of the general partner" for five individual, affiliated hedge funds: IDT Fund A Ltd., IDT Fund B Ltd., IDT Fund C Ltd., the Millennium IDT Fund Ltd., and IDT Venture (collectively "IDT Funds") that merged to become IDT Group. During this same time, Brenner also acted as an unregistered investment adviser. Brenner, 31, is a resident of Boca Raton, Florida.

2. Brenner advised and encouraged individuals to invest and continue investing in the hedge funds that merged to become IDT Group and in IDT Group itself.

3. On February 19, 2004, the Commission filed a civil complaint against Brenner and Silverman: SEC v. Darren Silverman and Matthew Brenner, Case No. 04-80153-Civ-Cohn/Snow, in the United States District Court for the Southern District of Florida. The Commission's complaint alleged that, in connection with the sale of shares in several hedge funds, the merger of those hedge funds, and the later merger of the hedge funds' successor entity with another company, Brenner deceived individuals into investing in those funds through, among other things, misrepresenting the return on those investments, the risks of those investments, and whether investors could oppose proposed mergers. The complaint alleged that Brenner also engaged in a variety of other conduct that operated as a fraud and deceit on investors. The complaint also alleged that he sold unregistered securities.

4. On May 7, 2004, a final judgment was entered by consent against Brenner in the civil action entitled Securities and Exchange Commission v. Darren Silverman and Matthew Brenner, Case No. 04-80153-Civ-Cohn/Snow, in the United States District Court for the Southern District of Florida. The Court's judgment permanently enjoined him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. The judgment also enjoined Brenner from acting as an officer or director of any issuer having securities registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. 78l, or required to file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d).

Silverman

5. From June 2000 through November 24, 2000, Silverman was a registered representative associated with broker-dealers registered with the Commission. Silverman served as a fund manager and later as president for five individual, affiliated hedge funds: IDT Fund A Ltd., IDT Fund B Ltd., IDT Fund C Ltd., the Millennium IDT Fund Ltd., and IDT Venture (collectively "IDT Funds") that merged to become IDT Group. During this same time, Silverman also acted as an unregistered investment adviser. Silverman, 31, is a resident of Boca Raton, Florida.

6. Silverman advised and encouraged individuals to invest and continue investing in the hedge funds that merged to become IDT Group and in IDT Group itself.

7. On February 19, 2004, the Commission filed a civil complaint against Brenner and Silverman: SEC v. Darren Silverman and Matthew Brenner, Case No. 04-80153-Civ-Cohn/Snow, in the United States District Court for the Southern District of Florida. The Commission's complaint alleged that, in connection with the sale of shares in several hedge funds, the merger of those hedge funds, and the later merger of the hedge funds' successor entity with another company, Silverman deceived individuals into investing in those funds through, among other things, misrepresenting the return on those investments, the risks of those investments, and whether investors could oppose proposed mergers. The complaint alleged that Silverman also engaged in a variety of other conduct that operated as a fraud and deceit on investors. The complaint also alleged that the he sold unregistered securities.

8. On May 7, 2004, a final judgment was entered by consent against Silverman in the civil action entitled Securities and Exchange Commission v. Darren Silverman and Matthew Brenner, Case No. 04-80153-Civ-Cohn/Snow, in the United States District Court for the Southern District of Florida. The Court's judgment permanently enjoined him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. The judgment also enjoined Silverman from acting as an officer or director of any issuer having securities registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. 78l, or required to file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d).

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Brenner's Offer and in Silverman's Offer.

Accordingly, it is hereby ORDERED:

A. Pursuant to Section 15(b)(6) of the Exchange Act that Respondent Brenner be, and hereby is, barred from association with any broker or dealer; and,

B. Pursuant to Section 203(f) of the Advisers Act, that Respondent Brenner be, and hereby is, barred from association with any investment adviser;

C. Pursuant to Section 15(b)(6) of the Exchange Act that Respondent Silverman be, and hereby is, barred from association with any broker or dealer;

D. Pursuant to Section 203(f) of the Advisers Act, that Respondent Silverman be, and hereby is, barred from association with any investment adviser;

Any reapplication for association by either Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against a Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-50240.htm


Modified: 08/24/2004