OSC alleviates former Bay Street broker violated lifetime ban, trading orders

The Ontario Securities Commission alleges Mark Valentine violated a lifetime ban by remaining or becoming a director at 38 different companies since a 2004 settlement.

The Ontario Securities Commission (OSC) is accusing former Bay Street broker Mark Valentine of repeatedly violating a lifetime ban on becoming a director or officer of an issuer, as well as a 15-year trading ban.

The provincial regulator issued the bans in a settlement with the Toronto resident in December 2004, after Valentine pleaded guilty to one count of securities fraud in Florida, for which he was sentenced to four years of probation, nine months of house arrest and was deported to Canada.

Valentine was previously arrested in 2002 in a joint RCMP-FBI fraud investigation called “Bermuda Short.”

It was a massive change in fortune for the former Thomson Kernaghan & Co Ltd. broker, described as a “star” and “easily one of the richest players on Bay Street” in media reports at the time.

In a statement of allegations published Wednesday, the OSC stated that Valentine did not follow its orders over the past 18 years. He alleged he remained or became a director of 38 companies, participated in a sale of shares transaction and various equity loans.

“These are serious and unacceptable breaches of Ontario securities law,” the OSC stated.

“When persons blur the restrictions imposed on them by orders of the Commission, these persons undermine investor confidence and the fairness and efficiency of our markets.”

The OSC is seeking an administrative penalty of up to $1 million for each instance of failure to comply with Ontario securities law.

None of the allegations have been proven. Valentine did not immediately respond to a request for comment sent to two of his LinkedIn accounts. One of the accounts lists Valentine as an investor, while on the other he is referred to as the CEO of Thaler Ventures, a company named in the OSC’s statement.

Valentine, who is now in his early 50s, appeared to have resumed his financial activities around 2009, starting as a director at 13 companies in 2014 alone, according to the OSC’s statement.

He allegedly made millions from a series of transactions conducted in the late 2010s.

One of the companies in the OSC’s investigation was Pinnacle Global Partners (PGP), of which Valentine was the sole shareholder as well as an officer and director. The OSC said PGP received wire transfers totaling US$11,294,805 related to stock sales from 2015 to 2016.

The OSC alleged that PGP and Thalerventures, another company where Valentine was the director, received approximately $4.3 million in compensation, including shares of profit from equity loans.

The OSC said that in 2018, he authorized a company called Pecunia Holdings to sell $1,346,454.30 worth of shares in another company. The next day, Pecunia was incorporated and Valentine was named its sole officer and director. Over the next month, he transferred $839,837 of those proceeds to two other companies where he was the director, Thalerventures and Dupont Family Office.

The OSC wants to order Valentine to permanently stop trading in any securities and derivatives, cease acquiring any securities, resign from all his director roles, and never again become a director or officer of any issuer, registrant or investment fund manager.

It’s not clear what prompted the OSC investigation or when it started looking into Valentine’s alleged breaches. But this isn’t the first legal and regulatory trouble Valentine has had since 2004.

In 2006, the US Securities and Exchange Commission banned him from participating in any offering of penny stocks.

In 2017, a California judge ordered Valentine and others to pay nearly US$20 million to a brokerage, BTIG LLC, over a securities trade that led to immediate losses.

The OSC will hold a hearing on its new allegations against Valentine on April 21.

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