Securities Fraud can be filed in both civil and criminal courts. The problem I see is Brian never filed a Registration Statement with the SEC. Do you know if the SEA applies to a non reporting pink in a court of law?
The Securities Exchange Act of 1934 (commonly known as the "Exchange Act" or the "1934 Act") gives shareholders the right to bring a private action in federal court to recover damages the shareholder sustained as a result of securities fraud. The majority of securities fraud claims are brought pursuant to Section 10(b) of the Exchange Act (codified at 15 U.S.C. § 78j), as well as SEC Rule 10b-5, which the SEC promulgated under the authority granted to it by Congress under the Exchange Act. (This article refers to federal securities fraud actions as "Rule 10b-5 actions" or "Rule 10b-5 cases" as convenient shorthand.)
In my experience this is typically where attorneys refuse to take the case. However if he files as the Registrant in the new company you guys may have a case imo.
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