Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Friday, December 7, 2012

SEC Charges Florida Attorney with Issuing Fraudulent Opinions to Transfer Restricted Shares

The SEC filed charges against Guy M. Jean-Pierre, a Florida-based securities lawyer, for issuing fraudulent attorney opinion letters that resulted in more than 70 million shares of microcap stock becoming available for unrestricted trading by investors. 

An attorney opinion letter is required from a licensed and duly authorized securities lawyer in order to facilitate the transfer of restricted microcap shares on the over-the-counter markets. In April 2010, the Pink Sheets (now OTC Markets Group) banned Jean-Pierre from issuing attorney opinion letters due to ‚Äúrepeated missing information and inconsistencies‚ÄĚ about the issuers and his lack of due diligence in his past letters.  According to the SEC, however, Jean-Pierre has continued writing and issuing attorney opinion letters in the name of his niece, a licensed attorney, by applying her signature without her consent. Jean-Pierre (also known as Marcelo Dominguez de Guerra) sought to evade the ban by forming a new company called Complete Legal Solutions and misrepresenting that his niece was conducting the legal work that was allegedly performed.

The SEC is seeking disgorgement of ill-gotten gains with prejudgment interest and financial penalties, a permanent injunction, and a bar from participating in the offering of any penny stock pursuant to Section 20(g) of the Securities Act.

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