The U.S. Securities and Exchange Commission has sanctioned Houston Lawyer Nicolette Loisel, a defendant in a corporate highjacking scheme that was devised in 2003 by Irwin Boock, a 55-year-old Toronto resident.
Loisel was charged, along with others, with hijacking 22 defunct or inactive publicly-traded companies and drafting 28 legal opinion letters falsely representing that offerings of 223 million shares were exempt from the registration requirements of federal securities laws.
The opinion letters contained deliberately misleading factual statements and conclusions of law, according to the allegations in a civil action filed in the U.S. District Court for the Southern District of New York in September, 2009.
The SEC said it has secured a final judgment that prohibits Loisel from participating in any penny stock offering, and orders her to pay prejudgment interest of $143,755.
However, payment of these amounts was waived and no civil penalty was imposed, in light of her financial condition.
The SEC alleged that Boock recruited Loisel and another Houston attorney Roger Shoss in late 2003 to handle the paperwork required to effect the hijackings, including submitting false documentation to Nasdaq Corporate Data Operations, Standard & Poor’s and others.
At the time, Loisel had been a licensed attorney in Texas specializing in corporate and securities law.
The complaint alleges that each of the five defendants in the case received illicit proceeds in the form of remuneration for services, proceeds from the sale of shell companies to buyers, and/or from the sale of shares in purported private placements or into the secondary market.
The other defendants include Jason Wong, a 36-year-old resident of Markham, Ontario; 37-year-old Toronto resident Stanton DeFreitas, and Boock’s wife Birte, who was named as a relief defendant.