Initial Decision Release No. 1396

Administrative Proceeding

File No. 3-17693

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Sean P. Finn and

M. Dwyer LLC

Initial Decision of Default

February 18, 2020

Appearances: Steven W. Simpson, Hemma R. Lomax,

Melissa Armstrong, and Christian D.H. Schultz

for the Division of Enforcement,

Securities and Exchange Commission

Sean P. Finn, pro se

Before: James E. Grimes, Administrative Law Judge

I grant the Division of Enforcement’s motion for summary disposition and 

entry of sanctions. Respondents Sean P. Finn and M. Dwyer LLC are barred 

from associating with a broker, dealer, investment adviser, municipal 

securities dealer, municipal advisor, transfer agent, or nationally recognized 

statistical rating organization and from participating in an offering of penny 

stock. 

Procedural Background

The Securities and Exchange Commission initiated this proceeding in 

November 2016, when it issued an order instituting proceedings (OIP) under 

Section 15(b) of the Securities Exchange Act of 1934.1 This proceeding is a 

 

1 OIP § I; see 15 U.S.C. § 78o(b).
2

follow-on proceeding based on a permanent injunction entered against Finn 

and Dwyer by the United States District Court for the District of Nevada.2

This proceeding was previously assigned to a different administrative law 

judge, who issued an initial decision in April 2017.3 In June 2018, the 

Commission stayed all pending cases.4 In August 2018, following the Supreme 

Court’s decision in Lucia v. SEC, the Commission allowed the stay to lapse, 

and remanded all cases pending before it for reassignment, with instructions 

for the newly assigned administrative law judge to give no weight to or 

otherwise presume the correctness of any prior opinions, orders, or rulings 

issued in the matter.

5 The Commission’s remand order included this case 

among a list of remanded cases.6 Following the Commission’s remand order, 

this proceeding was reassigned to me.7

After reassignment, I determined that Respondents were served with the 

OIP in January 2017.

8 Because they had not answered the OIP or otherwise 

participated in this proceeding, I ordered them to show cause by November 

2018 why they should not be found in default.9 Respondents did not respond to 

the order to show cause. In March 2019, the Division of Enforcement filed a 

motion for summary disposition and sanctions.

 

2 See SEC v. Malom Grp.AG, No. 2:13-cv-2280 (D. Nev.) (the civil case); OIP 

§ II.B.2.

3 Sean P. Finn, Initial Decision Release No. 1126, 2017 WL 1425434 (ALJ 

Apr. 21, 2017).

4 Pending Admin. Proc., Securities Act of 1933 Release No. 10510, 2018 WL 

3193858 (June 21, 2018).

5 Pending Admin. Proc., Securities Act Release No. 10536, 2018 WL 

4003609, at *1 (Aug. 22, 2018); see also Lucia v. SEC, 138 S. Ct. 2044 (2018).

6 Pending Admin. Proc., 2018 WL 4003609, at Ex. A.

7 Pending Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC 

LEXIS 2264, at *2–3 (ALJ Sept. 12, 2018).

8 Finn, Admin. Proc. Rulings Release No. 6292, 2018 SEC LEXIS 3149, at 

*1 (ALJ Nov. 5, 2018).

9 Id. at *1–2.
3

On May 8, 2019, I issued an initial decision in which I found Respondents 

in default and granted the Division’s motion.10 In the initial decision, I found 

that the public interest supported barring Respondents from the securities 

industry and from participating in any penny stock offering.11

Five days later, on May 13, 2019, the Commission’s Office of the Secretary 

received a filing styled as “Sean Finn’s Response to SEC’s Division of 

Enforcement’s Motion for Summary Disposition and Imposition of Sanctions.” 

In his two-page response, Finn asked that I stay this proceeding pending a 

ruling on a motion to dismiss he filed in the civil case.12 Alternatively, he

stated, in a single sentence, that he objected to the Division’s motion.

13 In an 

attached service page, Finn, who was then in pretrial detention, “declare[d] 

that” his response “was deposited with the facilities mail system, to be sent, 

via first class mail on May 8, 2019 from Nevada Southern Detention Center, 

to the Commission’s Secretary.”14

On learning of Finn’s filing in July 2019, I issued a notice explaining that 

because the Office of the Secretary did not receive Finn’s filing until after I 

issued the initial decision, “I d[id] not have the authority to consider it.” 15 In 

late September 2019, the Commission “determined that it is appropriate to 

remand th[is] proceeding to provide [me] with authority to consider Finn’s 

filing.”16 But the Commission “express[ed] no view on how [I] should exercise 

that authority.”17 It thus vacated the initial decision and remanded this 

proceeding to me.18

 

10 Sean P. Finn, Initial Decision Release No. 1375, 2019 WL 2053576, at *1, 

*5 (May 8, 2019).

11 Id. at *5.

12 Resp. at 1–2.

13 Id. at 2.

14 Id. at 3.

15 Finn, Admin. Proc. Rulings Release No. 6623, 2019 SEC LEXIS 1718 (ALJ 

July 10, 2019) (citing Alchemy Ventures, Inc., Exchange Act Release No. 70708, 

2013 WL 6173809, at *3 & n.25 (Oct. 17, 2013), and 17 C.F.R. § 201.111).

16 Finn, Exchange Act Release No. 87057, 2019 WL 4596724 (Sept. 23, 2019).

17 Id. 

18 Id. 
4

Following the Commission’s remand order, I issued an order denying 

Finn’s stay motion and granting him the opportunity to respond to the 

Division’s motion for summary disposition.19 Finn did not avail himself of this 

opportunity.

I now consider what effect to give Finn’s May 2019 submission. Under the 

prison mailbox rule, which the Commission follows in its administrative 

proceedings,20 Finn’s submission is considered filed as of the date he placed it 

in the mailing system of the facility where he is detained.21 And May 8, 2019, 

the date on which he placed it in the system, was the same date that I issued 

the initial decision. I will therefore treat Finn’s submission as though it was 

filed before I issued the initial decision, which is now vacated. The question 

therefore is whether, after considering his submission and subsequent failure 

to respond to the Division, I should change my decision to grant the Division’s 

motion.

In his two-page submission, Finn devotes one sentence to the Division’s 

motion for summary disposition, stating that he “hereby objects to the 

unfounded summations, and assemblage of evidence, contained in the ‘Motion 

[for] Summary Disposition’ in its entirety.”22 Even construing this sentence as 

an opposition to the Division’s motion, Finn filed it nearly six weeks after it 

was due without seeking leave to file it late. Moreover, Finn never answered 

the OIP or responded to the order to show cause. On remand, he was provided

with another opportunity to respond to the Division’s motion and warned that 

failure to respond to the motion may be grounds for a default. Finn’s May 2019

 

19 Finn, Admin. Proc. Rulings Release No. 6691, 2019 SEC LEXIS 3480, at 

*1–2 (ALJ Sept. 27, 2019).

20 See William Harper Minor, Jr., Exchange Act Release No. 87531, 2019 WL 

6038085, at *1 & n.4 (Nov. 13, 2019) (applying the prison mailbox rule in a case 

involving an imprisoned respondent).

21 See Houston v. Lack, 487 U.S. 266, 270 (1988) (holding that pro se 

prisoners are deemed to have filed papers with a court’s clerk upon delivering 

them to prison authorities); Casanova v. Dubois, 304 F.3d 75, 79 (1st Cir. 2002) 

(“So long as the prisoner complies with the prison’s procedures for sending 

legal mail, the filing date for purposes of assessing compliance with the statute 

of limitations will be the date on which the prisoner commits the mail to the 

custody of prison authorities.”); Fed. R. App. P. 25(a)(2)(A)(iii).

22 Resp. at 2.
5

filing notwithstanding, therefore, I again find that he and Dwyer are in 

default.23

But even if Finn’s filing were sufficient to save Respondents from being in 

default, for two reasons, the result would not change. For starters, Finn’s 

general objection and conclusory assertion that the Division’s presentation is 

unfounded does not suffice to demonstrate that there is a “genuine issue with 

regard to any material fact.”24 And absent any contrary evidence, it was 

appropriate for me to rely on the Division’s evidence in granting summary 

disposition.25

Further, as a result of Respondents’ default, in the initial decision I 

construed the OIP’s allegations as true.26 But I based only two material factual 

findings on the allegations in the OIP: (1) “[f]rom April 2010 through 

September 2011, which is the relevant time period charged in the 

Commission’s injunctive complaint, Finn was Dwyer’s sole owner, officer, and 

employee,” and (2) “[d]uring that time, Finn and Dwyer acted as unregistered 

brokers.”27

These findings, however, are also supported by the Division’s evidence, as 

discussed below in findings of fact. Because the Division affirmatively showed 

that Finn and Dwyer acted as unregistered brokers during the relevant time 

period, even ignoring Respondents’ default, the ultimate result does not 

change.

 

23 See 17 C.F.R. §§ 201.155(a), .220(f).

24 17 C.F.R. § 201.250(b); see Amendments to the Commission’s Rules of 

Practice, 81 Fed. Reg. 50,212, 50,224 n.112 (July 29, 2016) (“[A] non-moving 

party ‘may not rely on bare allegations or denials but instead must present 

specific facts showing a genuine issue of material fact for resolution at a 

hearing.’” (quoting Jay T. Comeaux, Exchange Act Release No. 72896, 2014 WL 

4160054, at *2 (Aug. 21, 2014))); cf. Sommerfield v. City of Chicago, 863 F.3d 

645, 649 (7th Cir. 2017) (“Summary judgment is not a time to be coy: 

[c]onclusory statements not grounded in specific facts are not enough. The nonmovant must cit[e] to particular parts of materials in the record.” (internal 

citation and quotation marks omitted; alterations in original)).

25 See 81 Fed. Reg. at 50,224 n.112.

26 Finn, 2019 WL 2053576, at *1.

27 Id. at *2.
6

Findings of Fact

The findings and conclusions in this initial decision are based on the 

record and on facts officially noticed under Commission Rule of Practice 323, 

17 C.F.R. § 201.323.28 Because they failed to answer the OIP or otherwise 

participate in this proceeding other than the late submission discussed above, 

Respondents are in default.29 As a result of Respondents’ default, I may accept 

as true the factual allegations in the OIP, although that is unnecessary to 

reach my decision in this case.

30 In making the findings below, I have applied 

preponderance of the evidence as the standard of proof.31 

From April 2010 through September 2011, which is the relevant time 

period charged in the Commission’s injunctive complaint, Finn was Dwyer’s 

sole manager. The Division submitted an unrebutted declaration that Finn 

was Dwyer’s “sole manager,” Finn and Dwyer “are alter-egos of each other,” 

and their activities took place from April 2010 through September 2011. 32

During this time, Respondents solicited investors and induced transactions in 

 

28 I take official notice of the docket in the civil case and the orders the 

district court has issued. Finn and several other defendants were indicted in 

2013 and charged in a 24-count indictment with securities fraud, wire fraud, 

and conspiracy to commit securities and wire fraud. See Indictment, United 

States v. Brandel, No. 2:13-cr-439 (D. Nev. Dec. 11, 2013) (the criminal case),

ECF No. 1. 

I also take notice of the docket, orders, and filings in the criminal case. 

Finn was extradited from Canada in 2018 and ordered detained pending trial. 

See Order of Detention Pending Trial, Criminal Case (August 2, 2018), ECF 

No. 390. Finn’s criminal trial concluded on February 4, 2020, when a jury found 

him guilty of nine charges, including wire fraud, securities fraud, and 

conspiracy.See Jury Verdict,Criminal Case (Feb. 4, 2020), ECF No. 566. Finn’s 

sentencing is set for May 12, 2020. See Minutes of Proceedings, Criminal Case 

(Feb. 4, 2020), ECF No. 562. 

29 See 17 C.F.R. §§ 201.155(a), .220(f); Pending Admin. Proc., 2018 WL 

4003609, at *1.

30 See 17 C.F.R. §§ 201.155(a), .220(f). 

31 See John Francis D’Acquisto, Investment Advisers Act of 1940 Release No. 

1696, 1998 WL 34300389, at *2 (Jan. 21, 1998).

32 Simpson Decl. at 3.
7

investment contracts.

33 They facilitated the signing of investment contracts, 

provided updates to investors, and provided advice on the merits of 

investments.34 Respondents also received transaction-based compensation.

35

Tellingly, key participants regarded Finn as a broker.36 Through their conduct,

as further described below, Respondents effectively held themselves out as 

brokers. Respondents, however, did not register with the Commission as 

brokers.37

Respondents participated in a fraudulent scheme in which at least 14 

investors lost millions of dollars. Finn introduced investors either to Malom 

Group AG,38 an entity based in Switzerland, or M.Y. Consultants.39 Although 

Finn’s pitch to investors took a variety of forms, it typically involved hallmarks 

of fraud: purportedly riskless investment with guaranteed, quick, and highly 

 

33 See, e.g., Lomax Decl., Exs. 4 (email soliciting investors in Finn’s “model” 

in exchange for a “success fee”); 5 (email from Finn explaining the investment 

strategy to a potential investor); and 6 (M. Dwyer website which presented an 

opportunity to obtain profits from transactions involving financial instruments

and emphasizing its referral-based business model). See also Lomax Decl., Ex 

1 (joint venture agreement and escrow instructions emailed from M.Y. 

Consultants director to investor Ed Glazebrook, copying Finn); Simpson Decl., 

Exs. 1 (spreadsheet from M.Y. Consultants showing investors by investment 

type, including Glazebrook) and 3 (email from Finn to the Division listing 

amounts he was paid by M.Y. Consultants for the investment contracts he 

offered, broken down by investor, including Glazebrook).

34 See, e.g., Lomax Decl., Exs. 13–15.

35 Lomax Decl., Ex. 24A, at 141 (M.Y. Consultants director explaining that 

Finn and other brokers received one-quarter “of whatever was brought in” as 

compensation “[f]or bringing in the customer”).

36 See Lomax Decl., Exs. 16 (email from customer referring to Finn as “the 

broker”) and 24A, at 123 (M.Y. Consultants director explaining that Finn was 

one of “three brokers” who brought in clients to M.Y. Consultants). 

37 Lomax Decl., Ex. 25.

38 In the civil case, the SEC alleged that Malom is an acronym for “make a 

lot of money.” Complaint at 1, Civil Case (Dec. 16, 2013), ECF No. 1.

39 Lomax Decl., Ex. 8 at 2, Ex. 24A at 123; seeLomax Decl., Ex. 16 (describing 

Finn as a broker), Ex. 17; see also Simpson Decl., Ex. 3 (reflecting payments 

received in relation to specified investors).
8

unlikely returns.40 Many investors were lured into placing large sums—

between $250,000 and $550,000—in a supposedly secure escrow account, 

“always under your control,” that would enable investors to access fantastic 

returns.41 Portraying itself as a serious financial player—“at this time we do 

have a $10M minimum”—Dwyer’s website described the sizeable funds to be 

placed in escrow as “modest.”42 But the promise of fantastic returns would turn 

out to be false and investors would eventually lose funds placed in escrow—

which was the point of the scheme.

Other investors were solicited to provide $5.5 million in return for $11 

million to be earned in one day.43 Investors were purportedly allowed to “reenter the program as many time[s] as they want.”44

Investors were usually told that their investments were protected by a 

certificate of deposit or proof that Malom had large deposits “at a recognized 

and respected financial institution.”45 But because the scheme would fall apart 

if investors contacted the financial institutions that were supposedly 

protecting their risk-free investments, Finn took steps to dissuade investors 

from investigating potential problems. In an e-mail in September 2010, he told 

an investor that “[a]ny unscheduled calls or communications to the bank will 

 

40 See Lomax Decl., Ex. 3, Ex. 10; see also Lomax Decl., Ex. 6 (Dwyer 

website).

41 See Lomax Decl., Ex. 2, Ex. 5 at 121629; see also Lomax Decl., Ex. 6, Ex. 

12, Ex. 13 at 409, 412; Simpson Decl., Ex. 4.

42 See Lomax Decl., Ex. 6.

43 See Lomax Decl., Ex. 7A, Ex. 9.

44 Lomax Decl., Ex. 7A; see Lomax Decl., Ex. 9. 

45 Lomax Decl., Ex. 1 at 29 ($100 million in cash and cash equivalents “at a 

recognized and respected financial institution”), Ex. 3 at 7766 (certificate of 

deposit), 7769 (“Your participation will never be at risk as you will receive a 

Certificate of Deposit guaranteed by an A rated insurance company that will 

completely guarantee the return of your cash.”), Ex. 5 at 121629 (“Our money 

is at UBS and Credit Suisse.”), Ex. 6 (Dwyer website claiming that “[o]ur 

money is at UBS, Credit Suisse, Deutsche Bank and HSBC”), Ex. 12 at 42 

(“[W]e are prepared to segregate $55M at Deutsche Bank, Frankfurt, Main 

Branch for your investment opportunity.”), Ex. 13 at 410 (“cash and cash 

equivalents” of at least $54 million “at a recognized and respected financial 

institution”).
9

result in a cease and desist. Those calls have to be scheduled.”46 A few months 

later, he told principals with investor LGB9 Enterprises that “communications 

with the bank” had to go through Joseph Micelli, an alleged co-conspirator 

affiliated with Malom, and that “unscheduled communications with the bank 

could kill the transaction.”47

The same day Finn warned LGB9 not to investigate, Anthony Brandel 

from M.Y. Consultants directed the escrow agent to disperse approximately 

$300,000.48 LGB9 soon demanded its money back and Martin U. Schläpfer, 

identified as a member of Malom’s board, responded with a lengthy e-mail in 

which he said LGB9’s demands were “extreme and outrageous” and “intended 

to cause ... emotional distress.”49 After receiving Schläpfer’s email, a

 

46 Lomax Decl., Ex. 19.

47 Lomax Decl., Ex. 18 at 640. Micelli was a defendant in both the civil case 

and the criminal case. See Indictment, Criminal Case (Dec. 11, 2013), ECF. No. 

1; Complaint, Civil Case, ECF No. 1. He pleaded guilty to conspiracy to commit 

wire and securities fraud in November 2015. Plea Agreement, Criminal Case 

(Nov. 24, 2015), ECF No. 187. Micelli was later sentenced to 60 months’ 

imprisonment and ordered to pay $5.65 million in restitution. Judgment as to 

Joseph Micelli, Criminal Case (Mar. 4, 2016), ECF No. 262. In the civil case, 

the district court granted injunctive relief in September 2014, and found 

Micelli jointly and severally liable to pay disgorgement and interest in excess 

of $11.3 million and imposed a civil penalty of nearly $900,000. Judgment, 

Civil Case (Sept. 15, 2014), ECF No. 38. 

48 Simpson Decl., Ex. 4.

49 Lomax Decl., Ex. 16 at 581. Brandel and Schläpfer were charged in Finn’s 

indictment and were also co-defendants in the civil case. See Indictment, 

Criminal Case, ECF. No. 1; Complaint, Civil Case, ECF No. 1. Brandel was 

convicted in December 2015 of conspiracy to commit wire and securities fraud, 

nine counts of wire fraud, and eight counts of securities fraud. Jury Verdict as 

to Anthony B. Brandel, Criminal Case (Dec. 7, 2015), ECF No. 215. He was 

sentenced to 87 months’ imprisonment, ordered to pay, jointly and severally, 

over $6.4 million in restitution, and ordered to forfeit $4.9 million. Order on 

Restitution and Final Order of Forfeiture, Criminal Case (May 14, 2019), ECF. 

No. 436; Judgment as to Anthony B. Brandel, Criminal Case (June 7, 2019), 

ECF No. 454. Schläpfer, who is apparently a Swiss citizen and resident, see

Notice at 2, Civil Case (Apr. 7, 2014), ECF No. 32, has not been tried.

In the civil case, the court enjoined Schläpfer and imposed joint and 

several disgorgement and prejudgment interest of over $12 million and a civil 

penalty of about $5.5 million. Final Judgment as to Defendant Martin U. 
10

representative of LGB9 indicated that they told counsel to prepare to file a 

complaint.

50

Other investors soon began to express concerns.51 In March 2011, Finn 

tried to assuage one investor’s concerns by asserting that Malom’s CEO had 30 

years of international banking experience and claiming Malom had “made 

billions,” was a “financial powerhouse,” and had “closed deals with Wal Mart, 

Bank of America and the State of New York.”52 Another investor claimed 

Malom unilaterally removed the investor’s escrowed funds without authority 

under the investment contract.53 

Although he did not tell investors, Finn was compensated by Malom and 

M.Y. Consultants for bringing in investors.54 Respondents received 

approximately $845,000 from M.Y. Consultants.55 The 14 investors 

Respondents recruited eventually lost over $6 million.56

In November 2016, the United States District Court for the District of 

Nevada permanently enjoined Respondents from violating Sections 5 and 17(a) 

of the Securities Act of 1933, Sections 10(b) and 15(a) of the Exchange Act, and 

 

Schläpfer, Civil Case (Sept. 29, 2017), ECF No. 97. It also enjoined Brandel 

and found him jointly and severally liable to pay disgorgement and interest of 

almost $6 million and imposed a civil penalty of nearly $630,000. Final 

Judgment as to James C. Warras and Anthony B. Brandel, Civil Case (Sept. 

29, 2017), ECF No. 98.

50 Lomax Decl., Ex. 16 at 581.

51 See Lomax Decl., Ex. 2 (alleging that 17 investors, including LGB9, had 

collectively lost over $7.9 million).

52 Lomax Decl., Ex. 17.

53 Lomax Decl., Ex. 9 at 3.

54 Simpson Decl., Ex. 1, Ex. 3, Ex. 7; Lomax Decl. Ex. 22, Ex. 24A at 141–42; 

see Lomax Decl., Ex. 4 at 19760 (“We ... are only paid a success fee when the 

project is funded.”), Ex. 5 at 121629 (claiming that Respondents would only 

take “a small percentage” of profits and an “engagement fee” that would not be 

released to Respondents until the investor’s attorney or banker approved).

55 Simpson Decl. at 8.

56 Id. at 4–5.
11

Exchange Act Rule 10b-5.57 The court found Respondents and three other 

defendants jointly and severally liable for disgorgement of $6.5 million in 

profits and interest.58 The court also imposed individual civil penalties of over 

$700,000 on both Dwyer and Finn.

59

Conclusions of Law

The Exchange Act gives the Commission authority to impose a collateral 

bar60 if, as is relevant here, (1) a respondent was associated with or seeking to 

become associated with broker or dealer at the time of the misconduct at issue; 

(2) the respondent was enjoined “from engaging in or continuing any conduct 

or practice ... in connection with the purchase or sale of any security”; and (3) 

imposing a bar is in the public interest.61 

 

57 Final Judgment as to Sean P. Finn and M. Dwyer LLC, Civil Case (Nov. 

1, 2016), ECF No. 57.

58 Id. at 5.

59 Id.

60 A collateral bar, also referred to as an industry bar, is a bar that prevents 

an individual from participating in the securities industry in capacities in 

addition to those in which the person was participating at the time of his or 

her misconduct. See Toby G. Scammell, Advisers Act Release No. 3961, 2014 

WL 5493265, at *1 & n.1 (Oct. 29, 2014). 

61 15 U.S.C. § 78o(b)(4)(C), (6)(A)(iii). Exchange Act Section 15(b)(4) 

authorizes sanctions, such as registration revocation, against broker-dealers. 

15 U.S.C. § 78o(b)(4). Section 15(b)(6)(A) incorporates by reference Section 

15(b)(4) and provides for sanctions against “any person who is associated ... 

with a broker or dealer.” 15 U.S.C. § 78o(b)(6)(A). The term person associated 

with a broker or dealer includes “any person directly or indirectly controlling, 

controlled by, or under common control with such broker or dealer.” 15 U.S.C. 

§ 78c(a)(18). And “the term ‘person’” includes both “a natural person” and a 

“company.” 15 U.S.C. § 78c(a)(9); see also 1 U.S.C. § 1 (providing that in the 

United States Code, “the word[] ‘person’ ... include[s] corporations, companies, 

associations, firms, partnerships, societies, and joint stock companies, as well 

as individuals”). Dwyer, which is an LLC, Simpson Decl., Ex 5, is thus a person 

and consequently is subject to sanction under Section 15(b)(6) as a person 

associated with a broker or dealer. See Winning the Money Game With Ike, Inc., 

Exchange Act Release No. 83110, 2018 WL 1960468, at *2 (Apr. 26, 2018) 

(settled proceeding) (imposing sanctions under Section 15(b)(6) on an entity); 

see infra note 65. 
12

During the time of the alleged misconduct, Respondents solicited 

investors, induced transactions in investment contracts, received transactionbased compensation, and held themselves out as brokers.62 Taken together, 

these facts show that Respondents acted as brokers.63 Finally, the evidence 

demonstrates that Respondents failed to register as brokers.64Finn and Dwyer 

thus acted as unregistered brokers during the relevant time period. The first 

factor is met in this case.65

Turning to the second factor, the district court permanently enjoined 

Respondents from selling unregistered securities, acting as unregistered 

broker-dealers, committing fraud in the offer or sale of any securities, and 

committing fraud in connection with the purchase or sale of any securities.66

The terms of this injunction meet the requirement that a court has enjoined 

Respondents from “engaging in ... any conduct ... in connection with the ... 

sale of any security.”67

 

62 See supra notes 32–36 and accompanying text.

63 See 15 U.S.C. § 78c(a)(4)(A) (“The term ‘broker’ means any person engaged 

in the business of effecting transactions in securities for the account of 

others.”); Daniel Joseph Touzier, Exchange Act Release No. 86420, 2019 WL 

3251484, at *2 & nn.8–9 (July 19, 2019) (describing activities that are 

indicative of being a broker); see also SEC v. Edwards, 540 U.S. 389, 393 (2004) 

(“The test for whether a particular scheme is an investment contract,” and thus 

a security under the federal securities laws, is “‘whether the scheme involves 

an investment of money in a common enterprise with profits to come solely 

from the efforts of others.’” (quoting SEC v. W.J. Howey Co., 328 U.S. 293, 301 

(1946))). 

64 Lomax Decl., Ex. 25.

65 See James S. Tagliaferri, Exchange Act Release No. 80047, 2017 WL 

632134, at *5 (Feb. 15, 2017) (“Because we find that Tagliaferri himself met 

the definition of a ‘broker,’ we also find that he met the definition of a ‘person 

associated with a broker’ for purposes of Exchange Act Section 15(b)(6).”); 

Tzemach David Netzer Korem, Exchange Act Release No. 70044, 2013 WL 

3864511, at *8 (July 26, 2013) (“It is well established that [the Commission is] 

authorized to sanction an associated person of an unregistered broker -dealer 

or investment adviser in a follow-on administrative proceeding.”).

66 See Final Judgment as to Sean P. Finn and M. Dwyer, LLC, Civil Case, 

ECF No. 57.

67 15 U.S.C. § 78o(b)(4)(C). 
13

To determine whether imposing a collateral bar would be in the public 

interest, I must weigh the factors set forth in Steadman v. SEC.

68 These 

include: 

the egregiousness of the respondent’s actions, the isolated 

or recurrent nature of the infraction, the degree of 

scienter involved, the sincerity of the respondent’s 

assurances against future violations, the respondent’s 

recognition of the wrongful nature of his conduct, and the 

likelihood that the respondent’s occupation will present

opportunities for future violations.69

The Commission also considers the deterrent effect of administrative 

sanctions.70 The public interest inquiry is “flexible” and “no one factor is 

dispositive.”71 

Before imposing a collateral bar, an administrative law judge must 

determine, based on the evidence presented, whether a bar “is necessary or 

appropriate to protect investors and markets.”72 I must therefore “‘review 

[Respondents’] case on its own facts’ to make findings regarding [their] fitness 

to participate in the industry in the barred capacities.”73 A decision to impose 

a collateral bar “should be grounded in specific ‘findings regarding the 

 

68 603 F.2d 1126, 1140 (5th Cir. 1979), aff’d on other grounds, 450 U.S. 91 

(1981); see Gary M. Kornman, Securities Act Release No. 59403, 2009 WL 

367635, at *6 (Feb. 13, 2009), pet. denied, 592 F.3d 173 (D.C. Cir. 2010).

69 David R. Wulf, Exchange Act Release No. 77411, 2016 WL 1085661, at *4 

(Mar. 21, 2016).

70 Id. General deterrence is relevant but not determinative of whether the 

public interest weighs in favor of imposing a collateral bar. See Peter Siris, 

Advisers Act Release No. 3736, 2013 WL 6528874, at *11 n.72 (Dec. 12, 2013), 

pet. denied, 773 F.3d 89 (D.C. Cir. 2014). 

71 Conrad P. Seghers, Advisers Act Release No. 2656, 2007 WL 2790633, at 

*4 (Sept. 26, 2007), pet. denied, 548 F.3d 129 (D.C. Cir. 2008).

72 Ross Mandell, Exchange Act Release No. 71668, 2014 WL 907416, at *2 

(Mar. 7, 2014) (internal quotation marks omitted), vacated in part on other 

grounds, Exchange Act Release No. 77935, 2016 WL 3030883 (May 26, 2016). 

73 Id. (quoting McCarthy v. SEC, 406 F.3d 179, 188 (2d Cir. 2005)). 
14

protective interests to be served’ by barring the respondent and the ‘risk of 

future misconduct.’”74 

The Commission has stated as a matter of policy that an antifraud 

injunction “has especially serious implications for the public interest.” 75 And 

“‘[f]idelity to the public interest’ requires a severe sanction when a 

respondent’s misconduct involves fraud.”76 The Commission has thus declared 

that absent contrary evidence, “it will [ordinarily] be in the public interest to 

revoke the registration of, or suspend or bar from participation in the securities 

industry, or prohibit from participation in an offering of penny stock, a 

respondent who is enjoined from violating the antifraud provisions.”77

Taking these principles into consideration, it is apparent that the public 

interest requires barring Respondents from the industry. The district court 

enjoined Respondents from violating the antifraud provisions of the Securities 

Act and the Exchange Act and Respondents have presented nothing to show 

that they do not warrant a severe sanction.

Moreover, Respondents’ conduct was egregious. They were key players in 

a fraudulent scheme and personally recruited 14 investors who lost over $6 

million.78

 

74 Id. (quoting McCarthy, 406 F.3d at 189–90); see also John W. Lawton, 

Advisers Act Release No. 3513, 2012 WL 6208750, at *9 (Dec. 13, 2012) (“[T]he 

Commission must consider not only past misconduct, but the broader question 

of the future risk the respondent poses to investors.”), vacated in part on other 

grounds, Advisers Act Release No. 4402, 2016 WL 3030847 (May 27, 2016).

75 Marshall E. Melton, Advisers Act Release No. 2151, 2003 WL 21729839, 

at *9 (July 25, 2003).

76 Jeffrey L. Gibson, Exchange Act Release No. 57266, 2008 WL 294717, at 

*7 (Feb. 4, 2008), pet. denied, 561 F.3d 548 (6th Cir. 2009).

77 Melton, 2003 WL 21729839, at *9.

78 Simpson Decl. at 4–5, Ex. 1. Finn’s actions and state of mind are 

attributed to Dwyer. See Bernerd E. Young, Exchange Act Release No. 774421, 

2016 WL 1168564, at *19 n.81 (Mar. 24, 2016); Clarke T. Blizzard, Advisers 

Act Release No. 2253, 2004 WL 1416184, at *5 (June 23, 2004).
15

Additionally, Respondents were enjoined from selling unregistered 

securities and acting as unregistered brokers.79 The registration requirements 

in Section 5 and Section 15 are central to the Commission’s investor-protection 

mission.80 By selling unregistered securities in violation of Section 5 of the 

Securities Act, Respondents deprived investors of information they needed to 

make informed investment decisions.81 This is particularly important here 

because compliance with Section 5 could well have prevented the fraud that 

Respondents perpetrated.

Respondents’ conduct was not isolated. They participated in the scheme 

for approximately 18 months and received at least 13 commission payments 

during that time period for their efforts.82 Finn also made seven payments, 

totaling $143,050 to other participants in the scheme.83

Finn also acted with a high degree of scienter. He never mentioned that 

he would be compensated for bringing in investors. He promoted investment 

schemes that, on their face, offered highly unlikely returns. But the indicia of 

fraud—risk-free investments and quick, guaranteed, and fantastic returns—

show that Finn knew or was reckless in not knowing that investors would not 

receive those returns. The steps Finn took to prevent investors from learning 

the truth further shows that he acted with scienter. And Finn’s scienter is 

imputed to Dwyer.84 

Because Respondents have not meaningfully participated in this 

proceeding, they have not made assurances against future misconduct or 

demonstrated that they understand or recognize the wrongfulness of their 

misconduct. 

Additionally, allowing Respondents to remain in the securities industry 

would present them with future opportunities for further misconduct and 

 

79 Final Judgment as to Sean P. Finn and M. Dwyer, LLC, at 3–4, Civil Case, 

ECF No. 57.

80 See Allen M. Perres, Securities Act Release No. 10287, 2017 WL 280080, 

at *3 (Jan. 23, 2017), pet. denied, 695 F. App’x 980 (7th Cir. 2017).

81 See Id.

82 Simpson Decl. at 8.

83 Id. at 9.

84 See Blizzard, 2004 WL 1416184, at *5.
16

would put the investing public at risk. This determination is supported by my 

finding that their conduct was egregious.85 

Finally, imposing a collateral bar will serve the Commission’s interest in 

deterring others from engaging in similar misconduct. 

In light of the factors discussed above, I find that it is in the public interest 

to impose collateral and penny-stock bars against Respondents. 

Order

The Division of Enforcement’s motion for summary disposition and 

sanctions is GRANTED. 

Under Section 15(b) of the Securities Exchange Act of 1934, Sean P. Finn 

and M. Dwyer LLC are BARRED from:

associating with a broker, dealer, investment adviser, municipal securities 

dealer, municipal advisor, transfer agent, or nationally recognized 

statistical rating organization; and 

participating in an offering of penny stock, including acting as a promoter, 

finder, consultant, agent, or other person who engages in activities with a 

broker, dealer, or issuer for purposes of the issuance of trading in any 

penny stock, or inducing or attempting to induce the purchase or sale of 

any penny stock. 

This initial decision will become effective in accordance with and subject 

to the provisions of Rule 360.86 Under that rule, a party may file a petition for 

review of this initial decision within 21 days after service of the initial decision. 

Under Rule of Practice 111, a party may also file a motion to correct a manifest 

error of fact within ten days of the initial decision.87 If a motion to correct a 

manifest error of fact is filed by a party, then a party has 21 days to file a 

 

85 See Geiger v. SEC, 363 F.3d 481, 489 (D.C. Cir. 2004) (holding that a 

finding of egregiousness “justifies the inference” that misconduct will recur); 

Warwick Capital Mgmt., Inc., Advisers Act Release No. 2694, 2008 WL 149127, 

at *11 (Jan. 16, 2008) (“The existence of a violation raises an inference that the 

violation will be repeated, and where the misconduct resulting in the violation 

is egregious, the inference is justified.”).

86 See 17 C.F.R. § 201.360.

87 See 17 C.F.R. § 201.111.
17

petition for review from the date of the order resolving such motion to correct 

a manifest error of fact. 

The initial decision will not become final until the Commission enters an 

order of finality. The Commission will enter an order of finality unless a party 

files a petition for review or motion to correct a manifest error of fact or the 

Commission determines on its own initiative to review the initial decision as 

to a party. If any of these events occur, the initial decision will not become final 

as to that party. 

Respondents may move the Commission to set aside the default under 

Rule of Practice 155(b), which permits the Commission, at any time, to set 

aside a default for good cause, in order to prevent injustice and on such 

conditions as may be appropriate.88 A motion to set aside a default must be 

made within a reasonable time, state the reasons for the failure to appear or 

defend, and specify the nature of the proposed defense in the proceeding.89

Such motion, if filed, should be directed to the Commission, as the hearing 

officer may set aside a default only “prior to the filing of the initial decision.”90

_______________________________

James E. Grimes

Administrative Law Judge

 

88 17 C.F.R. § 201.155(b).

89 Id.

90 Id.