Texas State Securities Board Defense Attorney
If you or your company have been contacted by the Texas State Securities Board (TSSB)—whether by phone, email, letter, subpoena, Cease and Desist Order, or an in-person visit—The Law Office of James Zier, P.C. is here to help.
It is also critical to contact us immediately if you have received an SEC subpoena or FINRA Rule 8210 request.
James Zier brings a unique and invaluable perspective to defending clients under TSSB scrutiny. Before returning to private practice, Mr. Zier served as an enforcement attorney at the TSSB’s headquarters, where he led investigations into securities fraud and other white-collar crimes, including:
- Theft and embezzlement
- Misapplication of fiduciary property
- Forgery and money laundering
- Fraud (mail, wire, and bank)
- Securing execution of documents by deception
- Interstate transportation of stolen property
Texas State Securities Board Defense Attorney
If you or your company have been contacted by the Texas State Securities Board (TSSB)—whether by phone, email, letter, subpoena, Cease and Desist Order, or an in-person visit—The Law Office of James Zier, P.C. is here to help.
It is also critical to contact us immediately if you have received an SEC subpoena or FINRA Rule 8210 request.
James Zier brings a unique and invaluable perspective to defending clients under TSSB scrutiny. Before returning to private practice, Mr. Zier served as an enforcement attorney at the TSSB’s headquarters, where he led investigations into securities fraud and other white-collar crimes, including:
- Theft and embezzlement
- Misapplication of fiduciary property
- Forgery and money laundering
- Fraud (mail, wire, and bank)
- Securing execution of documents by deception
- Interstate transportation of stolen property
In this role, Mr. Zier also executed search warrants, oversaw receiverships, and was appointed special prosecutor in select criminal cases.
Mr. Zier’s extensive background includes collaboration with federal, state, and local law enforcement and regulatory bodies, such as:
- U.S. Securities and Exchange Commission (SEC)
- Financial Industry Regulatory Authority (FINRA)
- North American Securities Administrators Association (NASAA)
- Department of Justice (DOJ)
- Federal Bureau of Investigation (FBI)
- IRS – Criminal Investigations
- U.S. Postal Inspectors
- State Attorneys General and District Attorneys
- Court-appointed receivers and foreign regulators
In this role, Mr. Zier also executed search warrants, oversaw receiverships, and was appointed special prosecutor in select criminal cases.
Mr. Zier’s extensive background includes collaboration with federal, state, and local law enforcement and regulatory bodies, such as:
- U.S. Securities and Exchange Commission (SEC)
- Financial Industry Regulatory Authority (FINRA)
- North American Securities Administrators Association (NASAA)
- Department of Justice (DOJ)
- Federal Bureau of Investigation (FBI)
- IRS – Criminal Investigations
- U.S. Postal Inspectors
- State Attorneys General and District Attorneys
- Court-appointed receivers and foreign regulators
Why Experience Matters
Having been on the other side of the table, Mr. Zier understands how investigations are developed and where they can fall short. That insight enables him to identify legal weaknesses in the government’s case and craft an effective defense early in the process.
If you’ve been told the TSSB, SEC, or FINRA are conducting a “routine inquiry” or simply “seeking information,” it’s critical to understand that such inquiries can quickly escalate. Don’t wait. Early legal representation can make all the difference.
Mr. Zier will aggressively protect your rights and reputation, ensuring that a so-called routine inquiry doesn't turn into a full-blown administrative, civil, or criminal case.
Contact Us
We are available 24/7 to schedule a confidential consultation.
Call (281) 485-3377 to speak directly with our team.
Why Experience Matters
Having been on the other side of the table, Mr. Zier understands how investigations are developed and where they can fall short. That insight enables him to identify legal weaknesses in the government’s case and craft an effective defense early in the process.
If you’ve been told the TSSB, SEC, or FINRA are conducting a “routine inquiry” or simply “seeking information,” it’s critical to understand that such inquiries can quickly escalate. Don’t wait. Early legal representation can make all the difference.
Mr. Zier will aggressively protect your rights and reputation, ensuring that a so-called routine inquiry doesn't turn into a full-blown administrative, civil, or criminal case.
Contact Us
We are available 24/7 to schedule a confidential consultation.
Call (281) 485-3377 to speak directly with our team.
Additional Background
Mr. Zier is also active in legal and educational circles. He has been a guest speaker on fraud examination at the University of Texas at Austin, speaks regularly at investor education seminars, and is a former Editorial Board Member of Capital Asia magazine.
To learn more about the TSSB and its wide-ranging authority, read Mr. Zier’s published article below:
“The Most Powerful State Agency You’ve Never Heard Of” — featured in Voice for the Defense, a publication of the Texas Criminal Defense Lawyers Association.
Additional Background
Mr. Zier is also active in legal and educational circles. He has been a guest speaker on fraud examination at the University of Texas at Austin, speaks regularly at investor education seminars, and is a former Editorial Board Member of Capital Asia magazine.
To learn more about the TSSB and its wide-ranging authority, read Mr. Zier’s published article below:
“The Most Powerful State Agency You’ve Never Heard Of” — featured in Voice for the Defense, a publication of the Texas Criminal Defense Lawyers Association.
The Most Powerful State Agency You’ve Never Heard Of
The Texas State Securities Board (TSSB) is an independent administrative agency; it is not part of the Office of the Attorney General or any other agency. The TSSB has approximately 100 employees, and approximately half of those employees have at least a bachelor’s degree. At any given time, about 5 to 10 employees have accounting degrees or are Certified Public Accountants and about 25 employees are attorneys. The mission of the TSSB is to protect Texas investors.
One of the primary ways the TSSB purports to protect Texas investors is by investigating and prosecuting those individuals it believes have sold unregistered securities, sold securities without a license, and/or engaged in securities fraud. There are numerous state and federal exemptions to registration that are beyond the scope of this article. However, the general rule is that securities offerings must be registered and anyone who sells or offers to sell securities must also be registered. Offering for sale and/or selling unregistered securities with no applicable exemption is a third-degree felony. Selling securities without a securities license is also a third-degree felony. In other words, you can be charged with two third-degree felonies for the exact same transaction–selling unregistered securities and selling securities without a license. A third-degree felony is punishable by 2-10 years in prison and a fine of up to $10,000.00.
The Most Powerful State Agency You’ve Never Heard Of
The Texas State Securities Board (TSSB) is an independent administrative agency; it is not part of the Office of the Attorney General or any other agency. The TSSB has approximately 100 employees, and approximately half of those employees have at least a bachelor’s degree. At any given time, about 5 to 10 employees have accounting degrees or are Certified Public Accountants and about 25 employees are attorneys. The mission of the TSSB is to protect Texas investors.
One of the primary ways the TSSB purports to protect Texas investors is by investigating and prosecuting those individuals it believes have sold unregistered securities, sold securities without a license, and/or engaged in securities fraud. There are numerous state and federal exemptions to registration that are beyond the scope of this article. However, the general rule is that securities offerings must be registered and anyone who sells or offers to sell securities must also be registered. Offering for sale and/or selling unregistered securities with no applicable exemption is a third-degree felony. Selling securities without a securities license is also a third-degree felony. In other words, you can be charged with two third-degree felonies for the exact same transaction–selling unregistered securities and selling securities without a license. A third-degree felony is punishable by 2-10 years in prison and a fine of up to $10,000.00.
The TSSB also frequently prosecutes individuals for securities fraud. So what is securities fraud? First, we have to decide what is a security? Most people think of stocks and bonds as securities and not much else, but the definition is much broader. “Congress’ purpose in enacting the securities laws was to regulate investments, in whatever form they are made and by whatever name they are called.” SEC v. Edwards, 540 U.S. 389 (2004). Without getting too technical, if there is an investment of money, it may be a security. Some unusual things that have been found to be securities include investments in sale-leasebacks, worms (Yes, the things in your garden!), ATMs, and payphones.
Next, we must decide what is fraud for purposes of securities fraud under the Texas Securities Act? The definition that the TSSB usually uses is intentional failure to disclose a material fact. A material fact is anything a reasonable investor would want to know when deciding whether or not to invest. The most common thing individuals are prosecuted for failing to disclose is their criminal history. The reason this is routinely done is so that the criminal history of the defendant can be discussed during the case in chief, not just the punishment phase. Witness after witness will take the stand and testify that had they known about the defendant’s criminal history, they would have never invested. Needless to say, the TSSB’s conviction rate is extremely high.
The TSSB also frequently prosecutes individuals for securities fraud. So what is securities fraud? First, we have to decide what is a security? Most people think of stocks and bonds as securities and not much else, but the definition is much broader. “Congress’ purpose in enacting the securities laws was to regulate investments, in whatever form they are made and by whatever name they are called.” SEC v. Edwards, 540 U.S. 389 (2004). Without getting too technical, if there is an investment of money, it may be a security. Some unusual things that have been found to be securities include investments in sale-leasebacks, worms (Yes, the things in your garden!), ATMs, and payphones.
Next, we must decide what is fraud for purposes of securities fraud under the Texas Securities Act? The definition that the TSSB usually uses is intentional failure to disclose a material fact. A material fact is anything a reasonable investor would want to know when deciding whether or not to invest. The most common thing individuals are prosecuted for failing to disclose is their criminal history. The reason this is routinely done is so that the criminal history of the defendant can be discussed during the case in chief, not just the punishment phase. Witness after witness will take the stand and testify that had they known about the defendant’s criminal history, they would have never invested. Needless to say, the TSSB’s conviction rate is extremely high.
In addition, like any good plaintiff’s lawyer, the TSSB forum-shops. Some jurisdictions will appoint TSSB attorneys as special prosecutors, other jurisdictions will handle the case themselves after a referral from the TSSB, and some jurisdictions will ignore the referral altogether and do nothing. The TSSB generally prefers jurisdictions where punishments are severe and TSSB attorneys will be appointed special prosecutor. For example, the TSSB frequently prosecutes individuals who are sentenced to 99 years in prison.
Furthermore, the TSSB almost always has jurisdiction. It is extremely rare that a securities offering will not touch Texas in some way and give the TSSB jurisdiction. For example, is there a Texas entity, an office in Texas, are there any Texas investors, any bank accounts in Texas, any meetings or advertisements in Texas, any telephone calls, emails, or mailings to or from Texas? Moreover, the defendant is almost always charged with a first-degree felony, which is punishable by 5-99 years or life in prison and a fine of up to $10,000.00. If the amount involved is $100,000.00 or more, it is a first-degree felony. And the TSSB can aggregate the investors and the sales and the offers for sale. Because of this, it is extremely rare that the amount involved will ever be less than $100,000.00 and the defendant will ever be charged with anything less than a first-degree felony.
In addition, like any good plaintiff’s lawyer, the TSSB forum-shops. Some jurisdictions will appoint TSSB attorneys as special prosecutors, other jurisdictions will handle the case themselves after a referral from the TSSB, and some jurisdictions will ignore the referral altogether and do nothing. The TSSB generally prefers jurisdictions where punishments are severe and TSSB attorneys will be appointed special prosecutor. For example, the TSSB frequently prosecutes individuals who are sentenced to 99 years in prison.
Furthermore, the TSSB almost always has jurisdiction. It is extremely rare that a securities offering will not touch Texas in some way and give the TSSB jurisdiction. For example, is there a Texas entity, an office in Texas, are there any Texas investors, any bank accounts in Texas, any meetings or advertisements in Texas, any telephone calls, emails, or mailings to or from Texas? Moreover, the defendant is almost always charged with a first-degree felony, which is punishable by 5-99 years or life in prison and a fine of up to $10,000.00. If the amount involved is $100,000.00 or more, it is a first-degree felony. And the TSSB can aggregate the investors and the sales and the offers for sale. Because of this, it is extremely rare that the amount involved will ever be less than $100,000.00 and the defendant will ever be charged with anything less than a first-degree felony.
You may be thinking, I know very little about securities fraud or the Texas Securities Act, but I remember something about federal exemptions and federal pre-emption. You are never exempt from the anti-fraud provisions of the Texas Securities Act and the anti-fraud provisions of the Texas Securities Act are never pre-empted by federal law.
Mr. Zier worked in Washington D.C., Houston, and Tokyo before joining the headquarters of the TSSB in 2003 as an enforcement attorney. In 2007, he returned to private practice and opened his law office in Pearland, Texas, a suburb of Houston. Mr. Zier’s securities fraud and regulatory defense practice has an emphasis on defending individuals and companies under inquiry or investigation by the TSSB, SEC, FINRA and other law enforcement and regulatory bodies. Mr. Zier can be contacted at (281) 485-3377.
You may be thinking, I know very little about securities fraud or the Texas Securities Act, but I remember something about federal exemptions and federal pre-emption. You are never exempt from the anti-fraud provisions of the Texas Securities Act and the anti-fraud provisions of the Texas Securities Act are never pre-empted by federal law.
Mr. Zier worked in Washington D.C., Houston, and Tokyo before joining the headquarters of the TSSB in 2003 as an enforcement attorney. In 2007, he returned to private practice and opened his law office in Pearland, Texas, a suburb of Houston. Mr. Zier’s securities fraud and regulatory defense practice has an emphasis on defending individuals and companies under inquiry or investigation by the TSSB, SEC, FINRA and other law enforcement and regulatory bodies. Mr. Zier can be contacted at (281) 485-3377.
