B.C.‘s securities regulator has permanently banned a Vancouver man from most investment activities after he pleaded guilty in the U.S. in connection to a stock price manipulation scheme.
Oliver Barrett Lindsay pleaded guilty to conspiracy to commit securities fraud and manipulative trading in a California courtroom in May 2022, according to a decision issued last week by a panel of the B.C. Securities Commission.
The panel’s decision notes that Lindsay was sentenced to 17 months in custody followed by a three-year period of supervised release. Along with his co-accused, he was also ordered to pay restitution of nearly US$188,000.
While he told the U.S. court he was “incredibly sorry” for his crimes, which he said were committed “out of greed and arrogance,” Lindsay sought to downplay his misconduct in his submissions to the BCSC panel.
“When it comes to these victims, I mean, $100,000 in trading losses for victims is hardly massive,” he told the panel at a hearing on the matter, according to the decision.
“This is described as a massive scam. That’s hardly massive.”
Lindsay also told the panel he felt he had been punished enough for his crimes and should not be subject to a financial markets ban.
“I never perceived any of this as being involved in something criminal, that’s for certain,” he said. “But I have pled guilty to my involvement in it, and I have paid the price. And I want to now move forward unencumbered. I want to be able to live my life; I want to be able to plan for my retirement.”
In response to Lindsay’s submissions, the BCSC’s executive director told the panel that any negative impact of a market ban on Lindsay is “a direct result of his misconduct.”
“(If Lindsay) is suggesting that we shouldn’t believe the plea agreement, then he’s suggesting he perjured himself when he signed an oath as to the truth of the document,” the panel’s decision reads, summarizing the executive director’s position.
The underlying conduct
The panel’s decision describes Lindsay as a Canadian citizen who was living in Vancouver at the time of his sentencing in the U.S., but was a resident of the Cayman Islands when he committed the crimes in 2017 and 2018.
According to the decision, Lindsay worked with his co-conspirator Gannon Giguiere to manipulate the price of shares of a company called Kelvin Medical Inc.
Lindsay and Giguiere engaged in a series of “co-ordinated, open market” transactions in the stock that was intended to “create the illusion of active trading” in the company’s shares, the BCSC panel’s decision indicates.
They later sold their shares at artificially inflated prices.
“The gain attributed to Lindsay’s role in the conspiracy was $1,484,598.54 USD,” the decision reads.
It also notes that the company’s founders – who were in their 60s at the time – were “financially and psychologically devastated” by the crime.
‘Not designed to punish’
B.C.‘s Securities Act empowers the commission to issue orders against people who are convicted of financial crimes in other jurisdictions.
In its decision, the panel notes that “there is some reality” to Lindsay’s argument that he has paid a significant price for his misconduct.
“Lindsay did suffer a period of confinement and separation from his family, in part because of the sentence he was given and in part through a combination of factors related to COVID-19 and the cross border issues which Lindsay faced,” the decision reads.
“However, our purpose here is not to assess whether Lindsay has been punished enough. Whatever orders we impose are not designed to punish Lindsay at all. We must assess the public interest in light of Lindsay’s prior conduct, and particularly to assess what investor protection measures are in the public interest.”
To that end, the panel issued a variety of orders against Lindsay.
He must resign from any position he holds as a director or officer of a securities issuer or registrant.
He is also banned for life from trading or purchasing securities or derivatives, acting as a director or officer of any company that issues them, or engaging in any advisory or promotional activities related to such financial instruments.
The panel also granted exceptions to these bans to allow Lindsay to make trades within his own personal accounts, and to incorporate a company if he desires, provided that he is the only shareholder.
“Despite Lindsay’s misconduct, his securities history indicates that trading in his own accounts for his sole benefit does not pose a risk to the public and the capital markets, so long as he provides a registered representative with a copy of this order,” the decision reads.
“Likewise, we do not consider Lindsay’s desire to incorporate his own company poses a risk to the public if he is the sole shareholder.”
