News & Articles - Law Offices of Robert Wayne Pearce, P.A

Sep 27, 2026

TPEG Securities Broker Sandeep Shrivastava Faces Three Pending Customer Complaints Alleging Misleading Statements and Private Placement Losses

Our firm is investigating TPEG Securities, LLC broker Sandeep Shrivastava (CRD# 5003823) of Southlake, Texas in connection with multiple customer disputes reported through FINRA BrokerCheck. According to his BrokerCheck report, Shrivastava has been registered with TPEG Securities, LLC since January 2015. His record reflects three customer dispute disclosures, all of which remain pending.

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Sep 26, 2026

Morgan Stanley Broker Shaun Freeman Named in Customer Complaint Alleging Accounts Were Not Managed in Client’s Best Interests

Our firm is investigating Morgan Stanley broker and investment adviser representative Shaun Bruce Freeman (CRD# 2779691) of Morristown, New Jersey in connection with customer disputes reported through FINRA BrokerCheck. According to his BrokerCheck report, Freeman has been registered with Morgan Stanley since June 2009 as both a broker and investment adviser representative. His record reflects two customer dispute disclosures, both of which were denied.

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Sep 25, 2026

Fraudulent Misrepresentation: What Is It, What Are the Elements, and Is It a Crime?

Fraudulent misrepresentation occurs when someone knowingly or recklessly makes a false statement of material fact intending for another person to rely on it, and that person suffers damages as a result. In investment disputes, this can happen when a stockbroker or financial professional lies about or conceals important information concerning an investment’s risks, returns, fees, liquidity, or other material facts. If you have been the victim of stockbroker misrepresentation, you are probably feeling angry, confused, and unsure whether you can recover the money you lost. We want you to know that you have rights. Contact the investment fraud lawyers at the Law Offices of Robert Wayne Pearce, P.A., for a free consultation. We can review your case and determine whether we can help you pursue the settlement or damages you deserve. In this guide, we will cover what fraudulent misrepresentation is, the elements required to prove it, how it differs from negligent and innocent misrepresentation, when it may constitute a crime, and how an investment fraud attorney can help you recover your losses. What Is Fraudulent Misrepresentation? Fraudulent misrepresentation occurs when a person or business knowingly makes a false or misleading statement of material fact to induce another person to act, and this deceptive practice causes financial harm. It is a form of fraud that can involve an outright lie, a misleading statement, or, in some circumstances, the concealment or omission of material information. For a misrepresentation to constitute fraud, several elements generally must be present. There must be a false representation of material fact, knowledge that the representation is false or reckless disregard for its truth, an intent to induce reliance, actual and justifiable reliance, and resulting damages. The precise elements vary by jurisdiction, which we will discuss in more detail later in this guide. Fraudulent misrepresentation can arise in ordinary business transactions, contracts, real estate transactions, sales, and many other commercial dealings, including contract disputes. In contract law, it may involve a false statement that leads someone to enter into an agreement, potentially making the contract voidable. But in investments and securities transactions, a broker, financial advisor, issuer, or other party may misrepresent or conceal material information to persuade an investor to purchase, sell, or hold an investment. If you lost money because a broker or financial professional misrepresented an investment, contact the investment fraud lawyers at the Law Offices of Robert Wayne Pearce, P.A. Our firm represents investors nationwide and can review the circumstances surrounding your losses to determine whether you may have a claim. What Are the Elements of Fraudulent Misrepresentation? The elements of fraudulent misrepresentation include a false statement of material fact, knowledge that the statement is false or reckless disregard for its truth, an intent to induce reliance, actual reliance, and resulting damages. A Representation Was Made The defendant must have made a statement or representation to the plaintiff. In some circumstances, concealing or omitting material information can also qualify when the defendant had a duty to disclose it. The Representation Was False The statement or representation must have been false or misleading when it was made. The falsehood generally must concern a material fact, meaning information significant enough to affect the plaintiff’s decision. The Defendant Knew the Representation Was False The defendant must have known the representation was false or acted recklessly without knowing whether it was true. The legal term for this is scienter. It is what separates a fraudulent misrepresentation from an innocent mistake. The Defendant Intended to Induce Reliance The defendant must have made the representation with the intent to cause the plaintiff to rely on it. In an investment case, this could involve making false claims about an investment to persuade an investor to purchase or hold it. The Plaintiff Relied on the Representation The plaintiff must have made a decision because of the false or misleading information. The law may also require the plaintiff to show that doing so was reasonable or justifiable under the circumstances. The Plaintiff Suffered Damages The plaintiff’s reliance on the misrepresentation must have caused an actual loss or injury. In an investment fraud case, this can include financial losses, lost profits, and other damages resulting from purchasing, selling, or holding an investment based on false information. It can also bring reputational harm when supported by the facts and applicable law. The precise elements and standards required to prove fraudulent misrepresentation claims can vary by jurisdiction and the type of fraud claims involved. At the Law Offices of Robert Wayne Pearce, P.A., we litigate cases where stockbrokers and financial professionals make material misrepresentations or conceal important facts from investors. Investors who suffer financial losses because of fraudulent misrepresentation may have the legal right to recover damages. Fraudulent vs. Negligent vs. Innocent Misrepresentation The difference between fraudulent, negligent, and innocent misrepresentation generally comes down to what the person making the false statement knew, or should have known, when they made it. Is Fraudulent Misrepresentation a Crime? Fraudulent misrepresentation can be a crime, but it is more commonly pursued as a civil claim. The legal consequences depend on the facts, the defendant’s intent, and the federal or state laws that apply, including whether punitive damages may be available. In the investment industry, fraudulent misrepresentation can also constitute securities fraud. A stockbroker, investment adviser, or other financial professional may violate federal or state securities laws by knowingly making material false statements or concealing material facts to induce you to invest. Serious cases can lead to investigations or enforcement actions by the SEC and, where criminal laws have been violated, prosecution by federal or state authorities. The same conduct may also violate FINRA rules. For example, FINRA Rule 2020 prohibits members from using manipulative, deceptive, or other fraudulent devices in connection with the purchase or sale of securities. Brokers and brokerage firms may face FINRA disciplinary action, while investors who suffer losses may be able to pursue compensation through FINRA arbitration. At the Law Offices of Robert Wayne Pearce, P.A., we represent investors in fraudulent misrepresentation cases involving...

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Sep 25, 2026

Stifel Broker Michael Barry Named in FINRA Arbitration Alleging Reg BI Violations, Misrepresentation, and Breach of Fiduciary Duty

Our firm is investigating Stifel, Nicolaus & Company, Incorporated broker and investment adviser representative Michael Owen Barry (CRD# 2690041) of New Orleans, Louisiana in connection with customer disputes reported through FINRA BrokerCheck. According to his BrokerCheck report, Barry has been registered with Stifel, Nicolaus & Company, Incorporated since July 2015 as both a broker and investment adviser representative. His record reflects two customer dispute disclosures, both of which have been settled.

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Sep 24, 2026

Creand Securities Broker Javier Naselli Faces $5 Million FINRA Arbitration Alleging Unsuitable Selling Away Scheme

Our firm is investigating Creand Securities broker Javier Adolfo Naselli (CRD# 2425401) of Miami, Florida in connection with customer disputes reported through FINRA BrokerCheck, including a pending FINRA arbitration seeking $5 million in alleged damages. According to his BrokerCheck report, Naselli has been registered with Creand Securities since August 2025. His record reflects four customer dispute disclosures, including two pending matters and two final matters.

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Sep 23, 2026

PFS Investments Broker Norman Dsilva Faces Pending FINRA Arbitration Alleging Failure to Protect Elderly Client From Financial Exploitation

Our firm is investigating PFS Investments Inc. broker and Primerica Advisors investment adviser representative Norman Dsilva (CRD# 2420634) in connection with a pending customer dispute reported through FINRA BrokerCheck. According to his BrokerCheck report, Dsilva has been registered with PFS Investments Inc. since January 1994 and with Primerica Advisors since July 2016. His record reflects two customer disputes, including one pending FINRA arbitration.

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Sep 18, 2026

What Are Credit Default Swaps? Risks for Retail Investors and How to Recover Losses

Credit Default Swaps—once the exclusive domain of Wall Street trading desks—now reach everyday investors through structured notes, ETFs, and mutual funds, often without their knowledge. These complex instruments embed CDS risk inside products marketed as “enhanced yield” or “principal protected” investments, exposing retirement accounts and conservative portfolios to catastrophic losses. Since the 2008 financial crisis, CDS-linked products have generated hundreds of billions in investor losses, triggered landmark enforcement actions, and remain a persistent source of FINRA arbitration claims.

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Sep 18, 2026

The Leaders Group Broker Jorge Valdes Named in $323,832 Settlement Over Alleged Insurance Misrepresentation, Twisting, and False Attestation

Our firm is investigating The Leaders Group, Inc. broker and Financial Designs Wealth Management investment adviser representative Jorge Alberto Valdes (CRD# 2403666) of Miami, Florida in connection with customer disputes reported through FINRA BrokerCheck. According to his BrokerCheck report, Valdes is currently registered with The Leaders Group, Inc. and Financial Designs Wealth Management. His record reflects two customer dispute disclosures, both of which are final rather than pending.

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Sep 3, 2026

What Are Closed-End Funds (CEFs)?

A closed-end fund is a registered investment company that raises a fixed pool of capital through an initial public offering. A closed-end fund issues a fixed number of shares and then trades on a stock exchange like any other listed security. If you own one and have never been told how the price is set, you are in the same position as most of the investors who come to us. The fund does not issue new shares when demand rises and does not redeem shares when you want out. Instead, closed-end fund shares change hands between other investors on an exchange such as the New York Stock Exchange, at whatever price the market will bear on any trading day. Closed-end funds, or CEFs, as some listings abbreviate them, are a long-established structure. The fund’s investment strategy is set out before launch, and buying the fund’s shares on the exchange is the only way in. They are actively managed and professionally managed portfolios, and the fund’s investment objectives are set out in a prospectus filed with the Securities and Exchange Commission. How Do Closed-End Funds Work? A closed-end fund raises money once, then investors trade the shares among themselves. The share price and the value of the portfolio behind it are therefore two separate numbers. The IPO and the Fixed Share Count A closed-end fund launches at a set offering price and raises a fixed amount of capital before the offering closes for good. Where the sponsor pays the selling brokers out of those proceeds, the fund begins life holding less than the investors actually paid in. Rights offerings and share buybacks can change the count later, though neither happens often enough to rely on. That fixed share count is the defining feature of the whole structure. Trading on the Secondary Market From the day it lists, you buy and sell a closed-end fund through a broker on the secondary market. Unlike an open-end mutual fund, you generally trade with other market participants rather than redeeming your shares directly with the fund. The price comes from what other people are willing to pay rather than from the value of the fund assets. A publicly traded CEF’s share price moves with the stock market and with investor sentiment, and thin trading volume makes some funds expensive or slow to sell. Liquidity can be a real concern when you need to sell quickly. And because the market price can differ from the value of the fund’s assets, there’s one more figure you need to know before you buy: the fund’s net asset value. Net Asset Value (NAV) vs Market Price Net asset value is the total net assets of the underlying holdings minus liabilities, divided by the outstanding shares. A closed-end fund’s market price is a separate number set by the market. An open-end mutual fund transacts at NAV, and a closed-end fund does not. A CEF trades at a discount when its market price is below NAV and at a premium when it is above NAV. Before you buy, compare the two to see whether the shares are trading below or above the value of the fund’s assets. Why Closed-End Funds Trade at a Discount If a fund trades below its net asset value, something about the manager, the fees, or the assets is keeping buyers away. Investors may distrust the management, or the fees may run high relative to peers, or the portfolio assets may be illiquid and hard to value. A persistent discount is not automatically a bargain, and finding that out after you have bought is an expensive way to learn it. A discount can narrow, and that narrowing is where your investment return comes from if you buy well, but nothing forces a discount to close, and it can widen instead. Now look at the opposite case, because paying above net asset value carries its own cost. Why Closed-End Funds Trade at a Premium Paying a premium means handing over more than a dollar for every dollar of assets you receive. Buyers usually pay it because of the size of the distribution or the reputation of the manager. High distributions may attract plenty of buyers. But if demand fades, the premium can narrow even when the fund’s portfolio has not lost value. Someone who bought at that premium can lose money simply because the market price moves closer to NAV. Closed-End Funds vs Open-End Mutual Funds Open-end funds create and cancel shares on demand, so you buy from the fund, and you sell back to the fund. Both transactions happen at the net asset value calculated after the market closes, while closed-end funds trade at a market price all day. Freedom from redemption pressure lets a closed-end fund manager hold illiquid securities without worrying that a wave of withdrawals will force a sale at the worst moment. You carry the liquidity risk instead, and it shows up as a share price that may not track the portfolio for years at a time. The same structural difference also shapes what these funds are able to hold. Types of Closed-End Funds and Related Investment Vehicles Closed-end funds invest in many different asset classes. Some of them are: Nearly all of these funds exist to pay you income, and that is why most people buy them rather than for capital appreciation. What Are Interval Funds? An interval fund is a registered closed-end fund that offers to repurchase shares from investors at set intervals rather than listing on an exchange. Brokers sometimes present them as ordinary closed-end funds without explaining the difference, and the difference is the part that will affect you. Repurchase offers come round every three, six, or twelve months, and each one covers between five and twenty-five percent of the shares outstanding. Interval funds do not list on an exchange or trade on an over-the-counter market, so there is no market price and no discount to track. The word limited is doing a great deal of work in that...

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Sep 3, 2026

FINRA Series 7 vs. Series 79: What’s the Difference?

The Series 7 licenses a person to sell securities to the investing public, while the Series 79 licenses a person to advise companies on investment banking deals. Take the Series 7 if you want to recommend and trade stocks, bonds, and funds for retail customers at a broker-dealer. Take the Series 79 if you want to work on offerings, mergers, and restructurings for the companies issuing those securities. The investment fraud lawyer team at the Law Offices of Robert Wayne Pearce, P.A. has spent 45 years representing investors, and we see how often the license behind a recommendation shapes the claim that follows it. In this guide, we explain what each license permits, how the two exams compare, which career path takes which exam, and how to check any professional’s licenses yourself. What Is the Difference Between the Series 7 and the Series 79? The Series 7 and the Series 79 are securities licensing exams from the Financial Industry Regulatory Authority (FINRA) that authorize two different jobs for a registered representative. A Series 7 holder works with the investing public, and a Series 79 holder works with the companies that issue securities. One license is retail, and the other is corporate, which is why most investors meet Series 7 holders constantly and Series 79 holders almost never. The distinction sounds academic until money is lost, because the license determines what its holder was permitted to do, what rules governed the work, and which forum hears a dispute about it. Both are top-off exams, built on the Securities Industry Essentials exam, the SIE exam FINRA requires as a corequisite before either registration becomes effective. If a person you invest with holds one of these licenses, the one they hold tells you what they are actually allowed to do for you. Because the licenses authorize different work, the place to start is what each holder can do. What Can Each License Holder Do? The two registrations authorize different activities, and neither substitutes for the other. FINRA defines both in its exam outlines, and the definitions draw the line clearly. The Series 7: General Securities Representative A Series 7 holder is a general securities representative, licensed to solicit orders and trade securities for public customers through a broker-dealer. That covers the full retail menu: stocks, bonds, options, mutual funds, exchange-traded funds and other investment company products. The firm may earn commissions or other transaction-related compensation, but that depends on its compensation structure. The registration also allows the representative to open customer accounts, assess a customer’s financial profile and investment objectives, and carry out orders based on that information. FINRA’s exam outline reflects the range of activities covered by the registration. Their recommendations are governed by Regulation Best Interest, the SEC rule requiring a broker to act in your best interest at the time a recommendation is made. You can read how this license compares with the adviser side in our Series 65 vs. Series 7 guide. The Series 79: Investment Banking Representative The Series 79 qualifies professionals for the investment banking representative registration, which covers debt and equity offerings, mergers and acquisitions, tender offers, financial restructurings, and asset sales. FINRA’s own exam outline defines the role in exactly those terms, and the definition is worth reading closely. Notice who the client is: the issuing company rather than the investor, which is why most retail investors never deal with a Series 79 holder directly. Their work still reaches you, though, through the securities that the deal work produces. When a company sells bonds to fund an acquisition, an investment banking representative structured that offering, priced it, and prepared the disclosure investors later relied on. Investment bankers are the start of the chain that ends in your portfolio. Day-to-Day Responsibilities of an Investment Banking Representative The day-to-day work behind the Series 79 involves core investment banking functions rather than customer accounts. It covers offerings, M&A, and financial restructuring. Debt and Equity Offerings and Private Placements The offerings half is underwriting: registered public offerings of debt and equity, and private placements sold to investors under an exemption from registration. Equity securities offerings range from initial public offerings to follow-on sales, while debt work runs from investment-grade bonds to the high-yield issues that fund riskier companies. Investment bankers run both ends of that range. We recommend noting the Series 82 here too, the private securities offerings representative license, since that narrower registration covers private offerings alone. Series 79 representatives can participate in private and public offerings as part of their investment banking activities. Other registered representatives may handle the solicitation or sale of the investment to customers. If you lost money on a private placement, you need to look at who recommended or sold the investment and what role the firm played in the transaction. Mergers, Acquisitions, and Financial Restructuring The other half of the job is mergers and acquisitions, tender offers, and financial restructuring transactions. The investment banking activities FINRA lists include advising the buyer or the seller, valuing the target, and running the tender process when one company bids for another’s shares. FINRA Series 79 exam reflects these areas too. Of its 75 scored questions, 37 focus on data analysis and evaluation, 20 on underwriting and new financing, and 18 on M&A, tender offers, and financial restructuring. Restructuring work includes distressed companies, which is the corporate end of events investors usually experience as losses. A financial restructuring reshapes what a company owes and to whom, through exchanges, amendments, or asset sales, and bondholders usually come out holding something different from what they bought. The banker advising the company and the investor holding its bonds are on opposite sides of the same transaction. How Hard Is Each Exam? Both exams are entry gates rather than rankings, and each tests the knowledge for its own job. FINRA’s exam pages publish no pass rate for either, and difficulty comparisons between them are mostly folklore, because almost nobody takes both exams under the same conditions. The figures below are...

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