The news just keeps getting worse for investors in GPB Capital Holdings. On July 19, 2019, a former GPB Capital business partner sued GPB Capital in Norfolk County, Massachusetts court alleging, amongst other things, that GPB Capital has been engaged in a massive Ponzi-like scheme for some time. The allegations are in connection with a $230 million deal gone wrong, including that this former partner was forced out of GPB Capital after complaining to the SEC about the company’s financial misconduct. The complaint alleges that GPB Capital uses investor money to prop-up flailing auto-dealerships it owns and also uses investor funds to make interest or distribution payments to other investors – the hallmark of a Ponzi scheme. The complaint alleges that GPB Capital also engaged in an elaborate coverup to cause investors to believe their investments were safe.
As we have discussed on several posts on this cite, GPB Capital has run into trouble in numerous ways. GPB Capital raised almost two-billion dollars from retail investors beginning in 2013 from an array of brokerage firms, including Cetera Advisors, FSC Capital, and Royal Alliance, amongst others. Abruptly in late 2018, GPB Capital’s auditor resigned, which is almost always a bad sign. Then GPB Capital announced it was under investigation by a slew of regulators and law enforcement. It was then informed by National Financial Services, an affiliate of Fidelity, that it would no longer allow GPB Capital securities to be held on its account statements. In response to that, GPB Capital rushed to provide an “accurate” Net-Asset-Value (NAV) which reduced the value of its funds by anywhere from 35% to 50%. These massive markdowns caused sticker-shock when investors received their monthly account statements and they saw the historically “stable” investment suddenly reflecting massive losses. Investors are now rightly looking at the the financial advisors and brokerage firms responsible for soliciting and selling units in GPB Capital to them.
Brokerage firms have many duties and obligations when they sell clients investments in private placements like GPB Capital Holdings. Initially, a brokerage cannot even approve an offering in a private placement to be sold by their brokers until the firm engages in a due diligence investigation. Only after this investigation meets with the approval of the firm can it sell the investment to their clients. These duties and obligations are encoded in FINRA Rule 2111 Suitability Rule and at least a half-dozen Regulatory Notices, including RN-10-22 which is an opus on brokerage firm due diligence responsibilities to perform due diligence on private placements prior to offering them to firm clients, NASD NTM 03-71 which speaks to a firm’s obligations to vet non-conventional investments, and NTM 05-26 which discusses the vetting of new products. This vetting process is mired in a massive conflict of interest. Brokerage firms like FSC and Royal Alliance were paid at least 7% commissions for selling GPB Capital. If the investment never gets past the due diligence step, then the firms and brokers can’t reap those huge commissions!
Stoltmann Law Offices has already filed several FINRA arbitration claims against brokerage firms in connection with the sale of GPB Automotive Fund, GPB Holdings Fund II, and GPB Holdings Fund III. If you were sold investments in any GPB Capital Funds, please contact our law firm at 312-332-4200 to speak to an experienced investor-rights attorney. Stoltmann Law Offices is a Chicago-based investor-rights firm that offers representation nationwide on a contingency fee basis.