Broward Attorney Accused of Helping Company Defraud Investors

September 18, 2019

By Brian Bandell

Federal prosecutors have accused Fort Lauderdale attorney Jan Douglas Atlas of helping 1 Global Capital LLC defraud more than 3,600 investors.

The Securities and Exchange Commission also filed a civil lawsuit against Atlas over securities law violations involving 1 Global Capital.

The Hallandale Beach-based financial company, which provided loans to small businesses, filed Chapter 11 in U.S. Bankruptcy Court in 2018. Soon after, the SEC filed civil fraud charges against 1 Global Capital and former CEO Carl Ruderman, alleging they fraudulently raised $322 million from investors.

In August, former 1 Global Capital CFO Alan G. Heide pleaded guilty to criminal fraud charges for authorizing false financial documents for company. He will be sentenced Dec. 12.

In the latest development, Atlas was charged with securities fraud in federal court in Miami on Tuesday. As outside counsel for 1 Global Capital, Atlas authored a legal opinion he allegedly knew was false: that the company’s investment products were not a securities offering as regulated by the SEC, according to court documents.

“Jan is a good man who had a wonderful, successful career. But like all of us, he wasn’t perfect,” said Anita Margot Moss, his attorney in the criminal case. “He has quickly accepted responsibility for his actions in this case and shown genuine remorse. He will do everything he can to make this right.”

Atlas and his attorney, Anita Margot Moss, couldn’t be reached for comment.

Prosecutors said Atlas was paid $627,000 for his services to 1 Global. They asked that any funds Atlas received from fraudulent activity be forfeited, court documents said.

If found guilty, Atlas could face up to five years in prison.

According to the SEC lawsuit, 1 Global overstated the value of investors’ accounts and their rate of returns, and misappropriated at least $32 million to personally benefit Ruderman. Because the company allegedly relied on Atlas’ false opinion letters when attracting investors, the SEC charged Atlas with aiding and abetting securities law violations. He could face civil penalties.

“Atlas disregarded his position as a gatekeeper and instead issued opinion letters containing false information, enabling 1 Global to continue its illegal offer and sale of notes to retail investors,” said Eric I. Bustillo, director of the SEC’s Miami office. “We allege that Atlas was able to profit handsomely for his role, wrongly receiving hundreds of thousands of dollars of investor money.”

To settle the SEC lawsuit, Ruderman agreed to disgorge $32 million in ill-gotten gains, pay a $15 million civil penalty, turn over $750,000 in cash and give the SEC a 50% interest in his condominium. He was also barred from working in the securities industry.

Cassel Salpeter Chairman James Cassel, who was appointed director of 1 Global’s estate in bankruptcy court, said about $100 million will be recovered to repay investors and settle lawsuits. Investors will receive about 30 cents on the dollar, he said. Any money the SEC recovers from Ruderman as part of its settlement with him would be paid to investors on top of that amount, Cassel added.

Going forward, 1 Global will pursue more litigation claims and continue to collect on its loans from businesses, said Greenberg Traurig attorney Paul Kreen, who represents the debtor.

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Investors in Securities Fraud Scheme to Get Millions Back

September 17, 2019
By David Lyons & Marcia Heroux Pounds

More than 3,600 investors who lost savings to an alleged securities fraud involving a South Florida cash-advance company stand to recover $100 million from a bankruptcy court liquidation, lawyers said Tuesday.

In a related development, federal authorities in civil and criminal actions announced they charged a Fort Lauderdale lawyer and former outside counsel for 1 Global Capital with aiding a securities fraud scheme that the government alleges defrauded investors in 42 states out of $332 million.

1 Global Capital promised investors a profit from loans it made to small and midsize companies. But much of the money went to CEO Carl Ruderman’s personal spending and his consumer-loan companies, the Securities and Exchange Commission alleged in a civil complaint filed last year. The commission alleged Ruderman misappropriated $35 million on spending that included a vacation to Greece, a Mercedes-Benz and a personal chef.

Headquartered in Hallandale Beach, 1 Global Capital operated from early 2014 until July 27, 2018, when it filed for bankruptcy. As of that time, Global had raised more than $330 million. Internal documents showed a $50 million cash deficit, the SEC alleged. A federal judge granted an SEC request for an asset freeze against Ruderman, 1 Global Capital and several affiliated companies.

“The SEC’s investigation effectively stopped 1 Global’s offering and prevented further harm to investors and retirement funds,” Eric Bustillo, head of the SEC’s regional office in Miami, said at the time.

At a hearing Tuesday, U.S. Bankruptcy Judge Raymond B. Ray in Fort Lauderdale approved a plan that would return a sizable portion of the millions raised by 1 Global Capital.

“Everybody worked together to be able to return as much money as possible to these individuals who had their net worth put into this,” said James Cassel of the Miami investment banking firm Cassel Salpeter, independent manager of 1 Global during its bankruptcy. “It was a sad scenario. We made a lot of progress and collected a lot of money.”

Paul Keenan, a Greenberg Traurig attorney who represents the company in the bankruptcy, said the plan had widespread support. “Everyone is supporting the plan,” he said. That includes investors and the SEC.

Out of the 3,600 people affected, 2,425 investors returned ballots approving the repayment plan, Keenan said. He predicted cash distributions wold take place in early November.

Criminal, civil charges against lawyer

Jan Douglas Atlas, 74, of Fort Lauderdale, is accused in a criminal information of one count of securities fraud, according to a news release from the U.S. Attorney’s Office. He faces a potential maximum statutory sentence of up to five years in prison and a fine of up to $10,000.

Atlas, a long-time South Florida securities lawyer, wrote two opinion letters in 2016 that allegedly contained false information describing how 1 Global Capital investment actually worked and the duration of the investment, which omitted information about its automatic renewal, the U.S. Attorney’s Office said.

In a statement, Miami attorney Margot Moss, who represents Atlas in the criminal case, said her client “is a good man who had a wonderful, successful career.”

“But like all of us, he wasn’t perfect,” Moss said in a statement. “He has quickly accepted responsibility for his actions in his case and shown genuine remorse. He will do everything he can to make this right.”

Atlas also faces a parallel civil action filed by the SEC, which charged him Tuesday with aiding and abetting through the issuance of fraudulent opinion letters. The commission’s complaint alleges 1 Global used the letters to falsely represent to a network of external sales agents that its notes were not securities and that its offering did not have to be registered with the SEC.

Altas, the SEC alleges, received more than $600,000, a figure which represented a percentage of the commissions generated from the sale of 1 Global notes. “Atlas disregarded his position as a gatekeeper and instead issued opinion letters containing false information,” said Bustillo, the SEC regional director.

The charges against Atlas come less than a month after 1 Global Capital’s chief financial officer, Alan Heide, entered a guilty plea to one count of conspiracy to commit securities fraud.

The SEC previously charged 1 Global and Ruderman, the CEO, with fraud, and charged Henry J. “Trae Wieniewitz, III, an external sales agent, for his allegedly unlawful sales of 1 Global securities.

In a statement last month, the commission said Ruderman consented to a final court judgment in which he was permanently barred from violating federal securities laws, and held liable for turning over nearly $32 million in “ill-gotten gains” and paying a $15 million civil penalty. Ruderman also agreed to turn over $750,000 in cash and 50 percent equity in a multi-million dollar condominium.

The commission also said it settled with Wieniewitz in July. According to the same statement, he agreed to a final court judgment holding him and his former company jointly liable for turning over $3.5 million and paying a $150,000 civil penalty.

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1H 2019 Florida PE Deal Report

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South-Am sold a majority interest to Van Drunen Farms

  • Background: South-Am Freeze Dry SpA (“South-Am”), founded in 2004 and based in Chile, is a full-service manufacturer of premium freeze-dried fruits, vegetables, and powders, driven by top standards of food safety and traceability. South-Am fuses creativity and innovation with world-class quality standards.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Distressed operations with excess plant capacity and negative cash flow
    • Spin-out of a non-core business unit
  • Challenges:
    • Niche industry with a limited number of potential buyers
    • Expedited timeline to close
    • Spin-out of a non-core business unit
  • Outcome: On August 14, 2019, Van Drunen Farms (“VDF”) acquired a majority interest in South-Am. VDF is a world leader in agriculture, food science, and dehydrating fruits, vegetables, and grains.
  • The partnership formed between South-Am and VDF provided South-Am with a significant minority stake, and quickly filled excess plant capacity, providing a path to profitability.

Aviation Deal Report Q2 2019

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Q2 2019: Tech Deal Report

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Achaogen sold the global assets to Cipla USA

  • Background: Achaogen, Inc. (“Achaogen”), based in South San Francisco, CA, is a biopharmaceutical company that develops and commercializes innovative antibacterial agents to address multidrug-resistant gram-negative infections.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Conducted a robust sales process, identifying and contacting approximately 200 strategic and financial parties
    • Significantly increased the value of the opening bid by running a competitive auction
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auctions
  • Challenges:
    • Achaogen’s lead asset, ZEMDRI™, had an unsuccessful launch which lead to massive layoffs, including almost all Achaogen’s sales force
    • Dramatic downturn in the availability of financing from both the debt and equity markets for companies in the anti-infective field
    • Maximizing value with no stalking horse bidder in place
  • Outcome: On July 23, 2019, the court approved the sale of Achaogen’s core assets to Cipla USA Inc., a subsidiary of the India-based parent, Cipla Limited. Additional assets were also sold to multiple buyers as part of the bankruptcy sales process.

Q1 2019: Tech Deal Report

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Aviation Deal Report Q1 2019

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ASP sold certain assets to Roivant Sciences GmbH

  • Background:  Avadel Specialty Pharmaceuticals, LLC (“ASP”), based in Chesterfield, MO, is a pharmaceutical company engaged in the business of commercializing, marketing, and distributing NOCTIVA™ (desmopressin acetate) nasal spray.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 100 strategic and financial parties
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction.
  • Challenges:
    • NOCTIVA™ had limited sales and required a full commercialization effort to make the drug financially successful
    • ASP entered into an unfavorable license agreement which potential bidders ultimately had to renegotiate
  • Outcome:  On April 15, 2019, the court approved the sale of certain ASP assets to Roivant Sciences GmbH, headquartered in Basel, Switzerland.