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The Law Offices of Alan Abergel, P.C. ("LOAA") represents businesses and financial professionals in regulatory, administrative, and civil matters involving the Texas State Securities Board (TSSB), other state securities regulators, and federal authorities overseeing the securities market. As a Texas State Securities Board defense attorney, LOAA provides representation in investigations, compliance matters, and contested proceedings affecting firms and individuals operating within Texas securities regulatory frameworks.
Attorney Alan Abergel is licensed by both the State Bar of Texas and California, serving clients across Texas including Dallas, Fort Worth, Austin, Houston, San Antonio, and other major Texas markets. The private practice concentrates on regulatory and transactional matters governed by federal laws and Texas law, focusing on complex securities regulation and compliance obligations affecting participants in the securities industry.
LOAA's work frequently involves securities disputes and compliance issues under the Texas Securities Act, federal securities laws, and enforcement proceedings before the Texas State Securities Board, the State Securities Board, and other authorities regulating state securities markets. Whether defending against allegations of securities fraud, addressing regulatory inquiries, or advising on securities offerings compliance, LOAA delivers experienced legal counsel to defend clients facing regulatory scrutiny.
Securities fraud encompasses various unlawful activities in connection with the offer, purchase, or sale of securities. The Texas Securities Act defines securities fraud broadly, criminalizing conduct designed to deceive investors or manipulate securities markets. Common forms of securities fraud investigated by the TSSB include:
Misrepresentation and Omission: Making false statements or omitting material facts that a reasonable investor would consider important when making investment decisions. This includes overstating investment returns, concealing risks, or providing misleading information about a company's financial condition.
Ponzi Schemes and Fraudulent Schemes: Operating investment programs that pay earlier investors with funds from newer investors rather than from legitimate investment returns. These fraudulent schemes inevitably collapse when new investor money stops flowing, causing substantial losses to Texas investors.
Insider Trading: Trading securities based on material, non-public information obtained through a position of trust or confidence. Insider trading violations may constitute both civil violations and criminal offenses under Texas and federal securities laws.
Unauthorized Trading: Executing securities transactions in customer accounts without authorization, or engaging in excessive trading (churning) to generate commissions at the expense of investor returns.
Unregistered Securities Sales: Offering or selling securities that are not properly registered with the TSSB or that do not qualify for an exemption from registration requirements under the Securities Act.
Securities fraud investigations may be pursued by the Texas State Securities Board, the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), and law enforcement agencies including the Texas Attorney General's Office and the FBI. In serious cases, conduct may constitute a criminal offense under Texas law, exposing defendants to criminal prosecution and significant penalties.
The Texas State Securities Board conducts investigations into alleged violations involving investment advisers, investment adviser representatives, brokerage firms, broker dealer operations, and other securities market participants. The TSSB's regulatory authority extends to individuals and firms who sell securities, provide investment advice, or otherwise participate in securities transactions within Texas.
TSSB investigations may be initiated through:
Investor Complaints: Complaints filed by Texas investors alleging fraud, misrepresentation, unauthorized trading, or other misconduct
Regulatory Examinations: Routine examinations of registered firms revealing compliance deficiencies or suspicious activities
Market Surveillance: Monitoring of trading patterns, market prices, or public disclosures that suggest potential violations
Referrals: Information shared by other regulatory agencies, law enforcement agencies, or self-regulatory organizations like FINRA
Public Information: News reports, public filings, or social media activity suggesting potential violations of securities laws
When the TSSB initiates an investigation, it exercises its regulatory authority to gather information and assess potential violations. During investigations, firms and individuals under investigation benefit from experienced legal defense counsel who understands TSSB procedures and regulatory requirements.
Investment advisers registered with the TSSB must comply with fiduciary duty obligations, disclosure requirements, and operational standards designed to protect investors. Common allegations against investment advisers include:
Breach of fiduciary duty by placing adviser interests ahead of client interests
Failure to disclose conflicts of interest or material facts
Unsuitable investment recommendations inconsistent with client investment objectives and risk tolerance
Misappropriation of client funds or securities
Failure to maintain required books and records
Operating without proper registration or while subject to disqualification
LOAA defends investment advisers and investment adviser representatives against these allegations, presenting evidence and legal arguments of legal defenses that may be available under the factual and legal specifics of each case.
Brokerage firms face regulatory oversight from multiple authorities including the TSSB, SEC, and FINRA. Common enforcement matters involving brokerage firms include:
Supervisory failures allowing unauthorized trading or excessive trading
Inadequate anti-money laundering programs failing to detect suspicious transactions
Selling unregistered securities or securities to unsuitable investors
Misleading advertising or communications with investors
Failure to maintain proper capital reserves or financial reporting
Violations of securities registration requirements
LOAA represents brokerage firms in TSSB investigations and enforcement proceedings, advising on compliance strategies and defending against enforcement actions seeking penalties, registration suspensions, or operational restrictions.
When the Texas State Securities Board concludes that violations have occurred, it may initiate enforcement actions seeking various remedies and sanctions. Understanding the enforcement process and available defenses is crucial for individuals and firms facing regulatory proceedings.
The State Securities Board may pursue:
Administrative Enforcement Actions: Proceedings before the TSSB seeking administrative penalties, registration suspensions or revocations, cease and desist orders, or restitution to affected investors. These matters are adjudicated by administrative law judges following procedures established in TSSB board rules.
Civil Enforcement Actions: Lawsuits filed in state court seeking injunctive relief, civil penalties, disgorgement of profits, and restitution. Civil actions may be pursued by the TSSB or by the Texas Attorney General's Office.
Criminal Referrals: In cases involving serious violations, the TSSB may refer matters to prosecutors for criminal prosecution. Securities fraud may constitute a third degree felony punishable by imprisonment and substantial fines. Money laundering charges may also be pursued when illegal proceeds are concealed or integrated into legitimate financial systems.
TSSB administrative proceedings follow procedures outlined in board rules and the Texas Administrative Procedure Act. These proceedings involve formal procedures where parties present their positions and evidence is considered before administrative law judges issue recommendations to the TSSB.
Securities enforcement proceedings involve complex legal and procedural issues requiring specialized knowledge of securities regulation, administrative procedures, and TSSB practices. Attorney Alan Abergel represents clients in defense enforcement actions throughout the administrative process.
Beyond regulatory proceedings, securities professionals and firms may face private civil litigation or arbitration brought by investors alleging losses due to fraud, misrepresentation, or unsuitable investment recommendations.
Securities litigation may be filed in state or federal court by individual and institutional investors seeking damages for alleged violations of securities laws or common law fraud. These cases often involve:
Claims under the Texas Securities Act for fraudulent securities transactions
Common law fraud and negligent misrepresentation claims
Breach of contract claims based on investment advisory agreements
Breach of fiduciary duty claims against investment advisers
Aiding and abetting claims against firms whose employees committed fraud
Securities litigation defense requires understanding both securities regulatory frameworks and civil litigation procedures. LOAA represents defendants in securities disputes, developing defense strategies, conducting discovery, filing dispositive motions, and trying cases when settlement is not achievable.
Most brokerage firm customer agreements contain arbitration clauses requiring disputes to be resolved through securities arbitration administered by FINRA rather than through court litigation. Securities arbitration provides a forum for resolving investor claims outside the court system.
LOAA represents brokerage firms, financial professionals, and registered representatives in securities arbitration proceedings, addressing claims of:
Unauthorized trading or excessive trading in customer accounts
Unsuitable investment recommendations
Failure to execute trades or mishandling of orders
Churning to generate commissions
Selling unregistered securities or fraudulent investments
Arbitration proceedings move more quickly than court litigation but require specialized knowledge of FINRA rules, securities industry practices, and arbitrator expectations. Effective arbitration defense protects respondents from substantial damage awards and preserves professional reputations.
Many TSSB enforcement matters arise from violations in connection with securities offerings used to raise capital. Understanding registration requirements and available exemptions is essential for companies and promoters conducting capital formation activities.
The Texas Securities Act requires securities to be registered with the TSSB before they may be offered or sold to Texas investors, unless an exemption applies. Registration involves:
Filing disclosure documents describing the company, business, and securities being offered
Providing financial statements and other information for investor evaluation
Paying filing fees and satisfying other procedural requirements
Responding to TSSB staff comments and requests for additional information
Failure to register securities when required constitutes a violation of the Securities Act, potentially triggering enforcement actions seeking rescission, refunds to investors, penalties, and other sanctions.
Understanding which exemptions apply to specific securities offerings requires careful analysis of offering terms, purchaser characteristics, and compliance with exemption conditions. Improper reliance on exemptions can lead to enforcement actions alleging unregistered securities sales.
LOAA advises companies and promoters on structuring securities offerings that satisfy Texas and federal requirements. Proactive compliance counseling helps companies conduct securities offerings while addressing applicable regulatory requirements.
Legal Opinions: LOAA provides legal opinions to individuals and businesses that need a legal analysis of whether their activities require a Texas financial regulation license and which one and under which classification. These opinions involve a detailed examination of the services provided, the compensation structure, the relationship between the service provider and the customer, and the specific statutory definitions and exemptions. A well-reasoned legal opinion provides the client with a documented basis for its compliance position and can serve as evidence of good faith in the event of a future Texas agency regulatory inquiry about whether the client's activities constitute unlicensed practice.
The Texas State Securities Board has adopted comprehensive board rules implementing the Texas Securities Act and establishing detailed requirements for securities professionals and firms. Compliance with these board rules is essential to protect Texas investors and avoid enforcement actions.
Board rules establish registration requirements for:
Investment advisers providing investment advice to Texas clients
Investment adviser representatives acting on behalf of registered advisers
Securities dealers and broker dealer firms selling securities
Agents and registered representatives selling securities on behalf of dealers
Registration involves filing applications, paying fees, meeting qualification requirements, and maintaining registrations through timely renewals and updating filings.
Board rules establish operational standards including:
Supervision and oversight of associated persons
Books and records requirements for documentation of transactions and advice
Financial responsibility requirements including minimum net capital
Advertising and communications standards
Custody of client funds and securities
Business continuity and succession planning
Violations of these board rules can trigger disciplinary actions even without direct harm to investors. The TSSB views compliance with operational standards as preventive measures that protect investors from potential future harm.
Board rules require firms to implement anti-money laundering programs designed to detect and report suspicious transactions. Money laundering involves concealing the origins of illegally obtained funds by routing them through legitimate financial systems.
Securities firms must:
Establish anti-money laundering policies and procedures
Conduct customer due diligence and know-your-customer reviews
Monitor transactions for suspicious patterns
File suspicious activity reports with appropriate authorities
Train employees on money laundering detection and prevention
Failure to maintain adequate anti-money laundering programs can result in enforcement actions, particularly when deficiencies allow criminal proceeds to be laundered through securities accounts.
Texas securities professionals and firms must comply with both state securities laws and federal securities laws enforced by the Securities and Exchange Commission and other federal authorities.
The Securities and Exchange Commission enforces federal securities laws including the Securities Exchange Act and related regulations. SEC jurisdiction extends to:
Publicly traded securities and companies with registered securities
Investment advisers managing substantial assets
Broker dealers
Securities transactions involving interstate commerce
SEC enforcement actions may proceed in parallel with TSSB proceedings, requiring coordinated defense strategies addressing both state and federal allegations.
The Financial Industry Regulatory Authority is a self-regulatory organization overseeing broker dealers and registered representatives. FINRA conducts examinations, investigates complaints, and pursues disciplinary actions for violations of its rules and federal securities laws.
FINRA disciplinary actions may result in fines, suspensions, or permanent bars from the securities industry. These sanctions can operate independently from TSSB enforcement, creating multiple enforcement risks for firms and individuals.
The TSSB frequently coordinates with the Exchange Commission, FINRA, and law enforcement agencies when investigating complex securities matters. Multi-agency investigations may involve:
Information sharing among state and federal regulators
Joint investigations of multi-state securities fraud schemes
Coordination with criminal prosecutors on parallel proceedings
Referrals between agencies based on jurisdictional considerations
Defendants in multi-agency investigations face complex legal and strategic challenges requiring experienced legal counsel familiar with the different agencies' procedures and enforcement priorities.
Serious securities violations may result in criminal prosecution under Texas law. Criminal securities cases involve higher stakes than administrative proceedings, with potential consequences including imprisonment, substantial fines, and permanent criminal records.
Texas law criminalizes various securities violations, including:
Knowingly making false statements in securities filings or investor communications
Operating ponzi schemes or other fraudulent investment programs
Misappropriating investor funds or securities
Engaging in securities fraud affecting Texas investors
Selling unregistered securities with intent to defraud
Securities violations may also constitute federal crime prosecutions under statutes including:
Wire fraud involving interstate communications
Mail fraud using postal services
Money laundering of illegal proceeds
Securities fraud under federal securities laws
Conspiracy to commit securities violations
Federal securities prosecutions are pursued by United States Attorneys' Offices.
Criminal securities cases require experienced legal counsel familiar with both securities regulation and criminal defense procedures. LOAA does not represent clients facing criminal prosecution in securities matters or in criminal proceedings in general. LOAA's law practice is limited to civil and administrative defense and regulatory compliance.
Beyond regulatory enforcement and criminal prosecution, securities professionals face civil litigation brought by investors alleging losses due to fraud, misrepresentation, or breach of duties.
Civil securities litigation often involves:
Fraud and Misrepresentation: Claims that false statements or omissions induced investors to purchase securities or make investment decisions, resulting in financial losses.
Breach of Fiduciary Duty: Investment advisers owe fiduciary duties to clients requiring them to act in clients' best interests. Alleged breaches include self-dealing, conflicts of interest, or unsuitable recommendations.
Negligence: Claims that securities professionals failed to exercise reasonable care in providing investment advice or executing transactions.
Breach of Contract: Allegations that investment agreements, brokerage agreements, or advisory contracts were violated and/or breached.
Statutory Claims: Private rights of action under the Texas Securities Act allowing investors to sue for violations of securities registration or antifraud provisions.
Defending securities disputes requires addressing both legal claims and factual allegations. LOAA represents defendants in securities litigation and in civil proceedings involving complex securities matters.
LOAA represents securities professionals and firms throughout Texas, providing legal counsel in matters involving the Texas State Securities Board, SEC, FINRA, and other regulatory authorities. The practice covers investigations, compliance counseling, and representation in contested matters involving complex securities regulation.
LOAA's clients include:
Investment advisory firms managing portfolios for individual and institutional investors
Brokerage firms executing securities transactions for retail and institutional clients
Registered representatives and investment adviser representatives
Securities dealers operating in Texas markets
Private fund managers conducting securities offerings
Small businesses seeking to raise capital through securities sales
Technology companies conducting private placements
Real estate sponsors offering securities in property ventures
This diverse client base provides attorney Alan Abergel with comprehensive understanding of different business models, regulatory frameworks, and enforcement risks affecting securities market participants.
Unlike general administrative lawyers who handle various regulatory matters across different industries, LOAA focuses specifically on securities regulation and enforcement matters. This concentrated practice provides clients with counsel experienced in securities regulatory frameworks and TSSB proceedings.
LOAA handles various aspects of securities enforcement matters, from initial regulatory inquiries through administrative proceedings, civil litigation, and securities arbitration. This comprehensive experience means clients receive representation from counsel who understands securities regulatory frameworks and enforcement procedures.
Whether addressing TSSB investigations, enforcement actions seeking administrative penalties, or securities disputes in court, clients work with counsel experienced in securities enforcement matters.
LOAA represents clients in securities enforcement matters while recognizing the importance of regulations designed to protect investors and maintain fair securities markets.
Securities professionals and firms facing TSSB investigations, enforcement actions, or securities litigation, benefit from experienced legal counsel familiar with securities regulation and enforcement procedures.
Securities professionals and firms facing TSSB investigations, enforcement actions, or securities litigation, benefit from retaining experienced legal counsel. Early engagement allows development of effective defense strategies before positions harden or evidence becomes fixed.
LOAA provides confidential consultations to discuss regulatory matters, evaluate defense options, and outline representation approaches. Whether you face investor complaints, regulatory inquiries, enforcement proceedings, or civil litigation, LOAA delivers experienced representation focused on defending your interests.
For more information about securities enforcement defense services, contact The Law Offices of Alan Abergel, P.C.
LOAA provides registration, regulatory compliance, transactional, and administrative and civil defense legal services to Texas securities professionals.
LOAA does not represent consumers. LOAA does not provide representation in criminal proceedings.
“I engaged Alan to help me through the complexities of obtaining my Lenders License. He was very knowledgeable about the process and provided me with a high level of service. I worked quickly getting him all the information needed and he worked at my pace. He was responsive to e-mails and questions and followed up with the DFPI to make sure everything was filed correctly. I had read online that this process could take as long as 6 months however Alan completed the assignment in less than 3 I will be retaining his services in the future to ensure my company remains in compliance."
--Petroleum Realty Group Inc.
"I hired Alan to represent me as a mortgage broker before the California Department of Real Estate. I couldn't be more pleased with Alan's services from start to finish. Alan was clear and concise. Alan's communication throughout the process was professional. I received the results I hoped for. Thank you Alan. I'll definitely recommend you to ALL and use your services again in the future shall I need anything!"
-Anonymous
"Very helpful in assisting in obtaining an OCCC Texas Motor Vehicle Sales Finance License. Very knowledgeable in answering all questions the OCCC asked for on their questionnaire. Highly recommended and would re-hire for any future assistance regarding motor vehicle and finance business. God Bless!"
-Raul
