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Attorney Liable for Securities Fraud

November 27, 2012

[ by Melanie Gretchen ]

The Federal District Court granted the SEC partial summary judgment against an attorney for issuing a false legal opinion that certain co-defendants of hers used to illegally obtain more than 6 million shares of unrestricted stock of Greenstone Holdings, Inc.  As such, she is liable for aiding and abetting securities fraud.

SEC Findings and Allegations. Attorney Virginia K. Sourlis founded The Sourlis Law Firm, a Red Bank, NJ boutique securities and corporate law firm.  According to Sourlis's LinkedIn page, the firm counsels and represents issuers in financing transactions, business combinations, going public and being a publicly traded company.

The SEC alleged that she:

  • in 2006 intentionally authored a materially false and misleading legal opinion, which Greenstone used to illegally issue over 6 million shares of stock in unregistered transactions
  • falsely described promissory notes, note holders, and communications with those holders, none of which actually existed
  • contrary to Sourlis' fraudulent opinion letter, the stock issuance did not qualify for an exemption from registration under the federal securities laws
At the 11/16/12 hearing on the SEC's summary judgment motion, the District Court stated that Sourlis' opinion "represents that Ms. Sourlis spoke to note-holders which did not exist . . . And several other facts for which there was no evidentiary support."  Rather, her opinion "represented as fact matters that were contrary to fact, and to me the most egregious representation was the representation that the writer of the letter had spoken to the original note-holders which is repeated in the letter."
 
She acted in violation Section 10(b) of the Securities Exchange Act of 1934.  Going forward, the SEC intends to seek from the Court against Sourlis injunctive relief, financial penalties, disgorgement, and a penny stock bar.
 
The case: Securities and Exchange Commission v. Greenstone Holdings, Inc. et al., Civil Action No. 10-cv-1302 (S.D.N.Y.)