UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 16081 / March 9, 1999
SEC v. Michael J. Randy, et al., 94-C-5902 (N.D. Ill., filed
September 27, 1994).
The Commission announced today that on March 2, 1999,
the Honorable Wayne R. Anderson, United States District
Judge for the Northern District of Illinois, granted summary
judgment on all counts against David A. Johnston.
("Johnston") and permanently enjoined him from violations of
Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933,
Sections 10(b) and 15(a)(1) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder. In granting summary
judgment, the Court found that from at least September 1990
to December 1992, Michael J. Randy ("Randy") and his
nationwide sales network offered and sold over $16 million
in bogus certificates of deposit ("CDs") to over 500
investors. These CDs, which were not registered with the
Commission, were purportedly issued by Canadian Trade Bank,
Ltd., in Grenada. In reality, CTB was not a licensed bank,
but a corporation controlled by Randy out of his offices in
Illinois for the purpose of operating this scheme.
The Court further found that Johnston and his agents,
doing business as Edison Worldwide Capital, were part of
Randy’s nationwide sales network. From at least February
until December 1992, Johnston and his agents sold at least
$1.7 million of these bogus CTB CDs. At no time was Johnston
or Edison Worldwide registered with the Commission as a
broker-dealer. The Court found that, as part of the sales,
Johnston misrepresented and omitted to state material facts
concerning the nature, existence, safety and profitability
of investing in CTB CDs, facts even more critical because
the scheme was directed at elderly retirees looking for a
safe investment.
In finding scienter, the Court applied the standard of care
for registered representatives articulated in Hanly v. SEC,
415 F.2d 589, 596 (2d Cir. 1969). This standard requires a
broker-dealer to fully investigate the securities he
recommends. The Court stated that "this standard should
apply here because Johnston acted as a broker-dealer by
recommending and selling certificates of deposit to
investors. He should not be held to a lesser standard of
care because he failed to comply with the registration
provisions of the federal securities laws." In addition,
SNIPPETS:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
SEC v. Michael J. Randy, et al., 94-C-5902 (N.D.
Judge for the Northern District of Illinois,
judgment on all counts against David A. Johnston.
Sections 10and 15of the Securities Exchange Act
nationwide sales network offered and sold over $16 million
in bogus certificates of deposit to over 500
investors.
Commission, were purportedly issued by Canadian Trade Bank,
Illinois for the purpose of operating this scheme.
The Court further found that Johnston and his agents,
Randy’s nationwide sales network.
$1.7 million of these bogus CTB CDs.
Johnston misrepresented and omitted to state material facts
the Court applied the standard of care
broker-dealer to fully investigate the securities he
recommends.
disregarding warnings and continued to sell the CTB CDs.
relief, in addition to the injunction, the Court found
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