U.S. Securities and Exchange Commission
Litigation Release No. 22083 / September 2, 2011
Securities and Exchange Commission v. National Stock Transfer, Inc., Kay Berenson-Galster and Roger Greer, Case No. 2:11-CV-00798 (USDC Utah).
SEC FILES CIVIL INJUNCTIVE ACTION AND OBTAINS EMERGENCY RELIEF AGAINST NATIONAL STOCK TRANSFER, INC., KAY BERENSON-GALSTER AND ROGER GREER
On September 2, 2011, the Securities and Exchange Commission obtained a temporary restraining order and other relief in a civil injunctive action in the United States District Court for the District of Utah against National Stock Transfer, Inc. (National), National’s president Kay Berenson-Galster (Galster) and National’s owner, Roger Greer (Greer).
The complaint alleges that, for at least five years, National Stock Transfer, Inc., a transfer agent registered with the Securities and Exchange Commission, has been violating federal securities laws and important obligations it has as a transfer agent. The Complaint alleges, among other things, that National has failed to report lost or stolen securities in a timely manner, failed to maintain certain records, failed to maintain control books for all of its issuers and failed to file its annual report with the Securities and Exchange Commission. During the time period covered by the complaint, National acted as the transfer agent for 58 issues of common and preferred stock.
National has recently been physically locked out of its office by its creditor, Woodward Capital Partners, LLC, as part of a private state court case. The Commission has moved the court for a temporary restraining order and preliminary injunction against National and its principals, enjoining them from continued violations. The Court order granted the temporary restraining order against future violations of the federal securities laws regulating transfer agents, accelerated discovery and enjoined further litigation in the private state court action.
The Commission’s complaint charges National with violations of Sections 17(a)(3) and 17A(d) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 17Ad-2, 17f-1, 17f-2(a), 17Ac2-1(c), 17Ac-2-2, 17Ad-6, 17Ad-7, 17Ad-10, 17Ad-13, 17Ad-15(c), 17Ad-17 and 17Ad-19 thereunder, and Galster and Greer with aiding and abetting violations of Sections 17(a)(3) and 17A(d) of the Exchange Act and Rules 17Ad-2, 17f-1, 17f-2(a), 17Ac2-1(c), 17Ac-2-2, 17Ad-6, 17Ad-7, 17Ad-10, 17Ad-13, 17Ad-15(c), 17Ad-17 and 17Ad-19 thereunder. The complaint also seeks civil penalties against National, Galster and Greer.