No. 1701, Disciplinary Docket No. 3

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IN THE SUPREME COURT OF PENNSYLVANIA OFFICE OF DISCIPLINARY COUNSEL, Petitioner No. 1701 Disciplinary Docket No. 3 No. 10 DB 2011 v. Attorney Registration No. 53927 MARC D. MANOFF, Respondent (Chester County) ORDER PER CURIAM: AND NOW, this 161h day of December, 2013, upon consideration of the Recommendation of the Three-Member Panel of the Disciplinary Board dated September 26, 2013, the Joint Petition in Support of Discipline on Consent is hereby granted pursuant to Rule 215(g), Pa.R.D.E., and it is ORDERED that Marc D. Manoff is suspended on consent from the Bar of this Commonwealth for a period of five years retroactive to March 11, 2011, and he shall comply with all the provisions of Rule 217, Pa.R.D.E. A True Copy Patricia Nicola As Of 12/16/2013 ~ktt#h.J Attest: Chief Cler Supreme Court of Pennsylvania BEFORE THE DISCIPLINARY BOARD OF THE SUPREME COURT OF PENNSYLVANIA OFFICE OF DISCIPLINARY COUNSEL Petitioner No. 1701 Disciplinary Docket No.3 No. 10 DB 2011 v. Attorney Registration No. 53927 MARC D. MANOFF Respondent (Chester County) RECOMMENDATION OF THREE-MEMBER PANEL OF THE DISCIPLINARY BOARD OF THE SUPREME COURT OF PENNSYLVANIA The Three-Member Panel of the Disciplinary Board of the Supreme Court of Pennsylvania, consisting of Board Members David E. Schwager, Howell K. Rosenberg and Gabriel L. Bevilacqua, has reviewed the Joint Petition in Support of Discipline on Consent filed in the above-captioned matter on August 5, 2013. The Panel approves the Joint Petition consenting to a five year suspension retroactive to March 11, 2011 and recommends to the Supreme Court of Pennsylvania that the attached Petition be granted. The Panel further recommends that any necessary expenses incurred in the investigation and prosecution of this matter shall be paid by the respondent-attorney as a condition to the grant of the Petition. avid E. ScH ager, Panel Chair The Disciplinary Board of the Supreme Court of Pennsylvania Date: September 26, 2013 · ~' I - BEFORE THE DISCIPLINARY BOARD OF THE SUPREME COURT OF PENNSYLVANIA OFFICE OF DISCIPLINARY COUNSEL, Petitioner No. 10 DB 2011 No. 1701 Disciplinary Docket No. 3 v. Attorney Reg. No. 53927 MARC D. MANOFF (Chester County) Respondent JOINT PETITION IN SUPPORT OF DISCIPLINE ON CONSENT PURSUANT TO Pa.R.D.E. 215 (d) Petitioner, Killion, Jr., Chief Disciplinary Disciplinary (hereinafter, s. the Office of Disciplinary Counsel by Paul J. Tintner, Discipline Counsel, Counsel, and "Respondent") , Esquire, on Consent file and Harold Respondent, E. Marc Ciampoli, D. by and through his counsel, this under Joint Petition Pennsylvania Rule In of Manoff Robert Support of Disciplinary Enforcement ("Pa.R.D.E.") 215(d), and respectfully represent: 1. Petitioner, whose Pennsylvania Judicial Center, P.O. Box 62485, Pa.R.D.E. 207, Harrisburg, with the principal office is 601 Commonwealth Ave., PA power 17106 is and duty invested, to situated at Suite 2700, pursuant to investigate all F ll ED AUG 1 5 2013 Office of tho Secretary The Disciplinary Board of the Supreme Court of Pennsylvania matters involving alleged misconduct of an attorney admitted to practice law in the Commonwealth prosecute all disciplinary of proceedings Pennsylvania brought in and to accordance with the various provisions of the aforesaid Enforcement Rules. 2. 1963, Respondent, Marc D. Manoff, was born on September 9, and was admitted to practice law in the Commonwealth on December 5, 1988. His Attorney Registration No. is 53927. Respondent was placed on administrative suspension for 3. failure Court to pay his of annual Pennsylvania assessment dated by Order of December 17, the 2010 Supreme his and registered public access address is 175 Strafford Avenue, Suite One #505, wayne, Pennsylvania 19087. 4. with the On January 18, Supreme Court 2011, of Petitioner and Respondent Pennsylvania a Joint filed Petition to Temporarily Suspend an Attorney. 5. Joint By Order dated March 11, Petition; 2011, the Court granted the placed Respondent on temporary suspension; and referred the matter to the Disciplinary Board Pursuant to Rule 214 (f) (1), Pa.R.D.E. 6. Respondent is subject to the disciplinary jurisdiction of the Disciplinary Board of the Supreme Court. 2 SPECIFIC FACTUAL ALLEGATIONS ADMITTED 7. On December 11, 2008, a federal grand jury for the Eastern District of Pennsylvania returned an indictment charging Respondent and three conspiracy to commit other defendants securities with fraud and one two count of counts of securities fraud. 8. As noted in the Government's 5k1 Motion and Sentencing Memorandum, Respondent met with the US Attorney and agreed to cooperate prior to the indictment being returned. 9. The indictment alleged that: a) Respondent was Partners, LLC, Johnson; b) Marek Capital described itself as a "leading consulting firm focusing on raising money for both privately held companies and public companies and helping to take companies public through the reverse merger process." c) In actuality, Respondent and Johnson worked with others to illegally manipulate the share prices of thinly traded "pink sheet" stocks in exchange for stock and cash; d) Respondent agreed with his codefendants to artificially inflate the price of the target companies' shares by agreeing to orchestrate a "campaign" through which they would inflate the share price of the target companies; e) The plan was to pay an individual who in turn would arrange for stock brokers to purchase and hold shares of the target companies through their a partner along with 3 at Marek Capital co-defendant Mark clients' brokerage accounts. By so doing, the defendants would increase the demand for stock, causing the price to rise artificially-thereby defrauding those who purchased the stock based on the false appearance of an active market in the stock; f) g) 10. After artificially inflating the price of the stock, the defendants could then sell their shares at the inflated price, reaping a profitand defrauding the individuals to whom they would sell their stock; and The individual whom the defendants recruited to generate buying in the target companies was actually a confidential FBI informant. On October 28, 2010, Respondent entered a guilty plea in the United States District Court for the Eastern District of Pennsylvania before the Honorable Joel H. of conspiracy U.S.C. and to commit securities fraud, §371, 15 U.S.C.§78j (b) and 7Bff, two counts of securities Slomsky tel one count fraud, in violation and 17 C.F.R. in of 18 §240.10b-5 violation of 15 faced a U.S.C.§78j(b) and 78ff, and 17 C.F.R. §240.10b-5. 11. maximum As a result sentence of of his guilty plea, forty-five years advisory range under the Respondent imprisonment, sentencing guidelines of and an twenty seven to thirty three months incarceration. 12. Downward On April Departure 30, 2012, from the Government Guideline filed a Motion for Sentencing Range based on Respondent's substantial assistance in securing the guilty pleas 4 of all of the other defendants and in the investigation of others. 13. Government's The position was departure of four levels was warranted, that downward a placing Respondent in a Guidelines range of fifteen to twenty-one months. 14. On June 2012, 14, Slomsky on each count with the residence $10,000.00 terms for and to Respondent was to probation for sentenced by Judge a term of run concurrently and to be period also of twelve ordered to months. five confined Respondent contribute years, to his fined hundred one was fifty hours of community service as directed by his Probation Officer. 15. Respondent has paid all fines and court completed his year of house arrest without incident; fees; he and he has completed his 150 hours of community service in full. 16. securities Respondent's fraud conviction constitutes an discipline, pursuant to Rule 203 for felony independent counts of basis for (b) (1) ,Pa.R.D.E. SPECIFIC RULES OF PROFESSIONAL CONDUCT AND RULES OF DISCIPLINARY ENFORCEMENT VIOLATED Respondent violated the following Rule of Disciplinary Enforcement and Rules of Professional Conduct: 5 A. Pa.R.D.E. which shall 203 (b) (1), conviction of discipline; a crime provides that be grounds for B. which states that it is professional misconduct for a lawyer to commit a criminal act that reflects adversely on the lawyer's honesty, trustworthiness or fitness as a lawyer in other respects; and C. RPC 8.4 RPC 8. 4 (b) , (C), which states that it is professional misconduct for a lawyer to engage in conduct involving dishonesty, fraud, deceit or misrepresentation. SPECIFIC RECOMMENDATION FOR DISCIPLINE 17. Petitioner and Respondent jointly recommend that the appropriate discipline for Respondent's admitted misconduct is a five-year suspension. 18. Respondent hereby consents to that discipline imposed upon him by the Supreme Court of Pennsylvania. being Attached to this Petition is Respondent's executed Affidavit required by Rule Pa.R.D.E. recommended 215(d), stating discipline acknowledgements contained and that he including in Rule consents the 215 (d) (1) to the mandatory through ( 4) Pa.R.D.E. 19. In support recommendation, of Petitioner and Respondent's joint it is respectfully submitted that the following mitigating circumstances are present: 6 a) Upon learning that he was a target, and within 48 hours of the initial approach by the FBI and before being formally charged, Respondent agreed to cooperate with the Government, permitting agents to use him to make recorded calls to all of his co-defendants, as well as to a target of another securities fraud investigation; b) Respondent's early decision to cooperate substantially contributed to his co-defendants' decisions to also plead guilty. In addition, at least one of the Respondent's co-defendants has actively assisted the Government in other investigations which was made possible, in large part, because of Respondent's assistance in securing this individual's guilty plea; c) Respondent provided truthful, complete and reliable information regarding his own culpability in the charged scheme and also gave information regarding one other securities fraud scheme in which he was not involved; d) Although Respondent faced a maximum sentence of forty-five years imprisonment, and an advisory range of twenty-seven to thirty-three months incarceration under the sentencing guidelines, Respondent's cooperation with the Government persuaded Judge Slomsky to sentence him to a probationary term; e) Respondent showed remorse by pleading guilty to his crimes; f) Respondent has admitted engaging in misconduct and violating the charged Rule of Professional Conduct and Rule of Disciplinary Enforcement; g) Respondent also agreed to be placed on temporary suspension immediately following his guilty plea as evidenced by his participation in the filing of a Joint Petition to Suspend; 7 h) i) As recognized by the Government in its 5kl Motion for Downward Departure, Respondent had a very limited role in the conspiracy. Specifically, the Government stated, "it is because of his [Respondent's] relatively limited role in respect to these securities fraud schemes that he was not able to offer more assistance to the Government"; l) No investor or member of the public sustained any loss as result of the transaction at issue, and Respondent did not reap any financial benefit as a result of the incident. During the 9-10 month period between the time that Respondent was initially approached by the FBI undercover agent and the first contact with the FBI, Respondent never attempted to sell any of his stock in either of the two companies at issue; and m) in The incident practice of servicesi k) Court Respondent has no record of discipline or prior criminal record of any kind; j ) 20. Respondent is remorseful for his misconduct and understands he should be disciplined, as is evidenced by his cooperation with Petitioner and his consent to receiving a five year suspension; Although the FBI exhaustively examined all of the Respondent's business records and transactions, there were no other incidents of criminal activity or conduct whatsoever. in question did not involve the law or the provision of legal A suspension of five years was imposed by the Supreme two recent fraudulent conduct. McCullough Anderson, criminal conviction cases involving In Office of Disciplinary Counsel v. 156 DB 2007 8 (2007), Rhonda Anderson was suspended for a period of five years for her conviction of one count of mail fraud in which she had aided the official. Kasner, Office In 51 DB 2011 of Disciplinary (2013), corruption of Counsel public Glori v. a Alisha Kasner was suspended for five years for her conviction of two counts of mail fraud in which she had aided and abetted clients in the filing of fake insurance claims to fraudulently recover personal injury settlements. Mr. Manoff, Ms. Anderson and Ms. Kasner both Similar to had no prior discipline, agreed to the entry of a temporary suspension Order, entered guilty pleas to crimes involving fraud, cooperated with Office of Disciplinary Counsel and showed remorse. 21. In sum, the jointly proposed discipline of a five-year suspension is appropriate when considering the specific facts of Respondent's misconduct. WHEREFORE, Petitioner and Respondent respectfully request that, pursuant to Pennsylvania Rules of Disciplinary Enforcement 215(e) Board and 215(g), review and a three-member approve the panel Joint of the Petition Disciplinary in Support of Discipline on Consent and file a recommendation with the Supreme Court of suspension, be ordered Pennsylvania that Respondent retroactive to March 11, to pay all necessary 9 2011, receive a five-year and that Respondent expenses incurred in the investigation and prosecution of this matter as a condition to the grant of the Petition. Respectfully submitted, OFFICE OF DISCIPLINARY COUNSEL PAUL J. KILLION Attorney Reg. No. 20955 Chief Disciplinary Counsel Date:_fill_l \3 ~POU,JR. Disciplinary Counsel Attorney Reg. No. 51159 820 Adams Avenue, Ste 170 Trooper, PA 19403 (610) 650-8210 Date:~4h Respondent Date:M_\1_ 10 VERIFICATION The statements contained in the foregoing Joint Petition In Support of Discipline on Consent Discipline are true and correct to the are made best of the or penalties information and §4904, relating to unsworn falsification to authorities. Date to knowledge belief Date subject my of 18 and Pa.C.S.A. BEFORE THE DISCIPLINARY BOARD OF THE SUPREME COURT OF PENNSYLVANIA OFFICE OF DISCIPLINARY COUNSEL, Petitioner No. 10 DB 2011 No. 1701 Disciplinary docket No. 3 v. Attorney Reg. No. 53927 MARC D. MANOFF, Respondent (Chester County) AFFIDAVIT UNDER RULE 215(d), Pa.R.D.E. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CHESTER MARC D. MAN OFF, being duly sworn according to law, deposes and hereby submits this affidavit consenting to the recommendation of a five-year suspension Commonwealth of Pennsylvania, from the practice of law retroactive to March 11, in the 2011, in conformity with Pa.R.D.E. 215(d) and further states as follows: 1. He is an attorney admitted in the Commonwealth of Pennsylvania, having been admitted to the bar on or about December 5, 1988 2. 0 He desires to submit a Joint Petition in Support of Discipline on Consent pursuant to Pa.R.D.E. 215(d). 3. His consent is freely and voluntarily rendered; not being subjected to coercion or duress, he is and he is fully aware of the implications of submitting this affidavit. 4. is He aware that there is presently pending a proceeding into allegations that he has been guilty of misconduct as set forth in the Joint Petition in Support of Discipline on Consent of which this affidavit is attached hereto. 5. He acknowledges that the material facts set forth in the Joint Petition are true. 6. if He submits the within affidavit because he charges filed, predicated upon knows that the matter under investigation were or continued to be prosecuted in the pending proceeding, he could not successfully defend against them. 7. consult He acknowledges that he is fully aware of his right to and proceeding. of counsel, employ counsel He has retained, Robert S. to represent him in the instant consulted and acted upon the advice Tintner, Esquire, in connection with his decision to execute the within Joint Petition. It is understood that the statements made herein are subject to the penalties of 18 Pa.C.S.A. falsification to authorities) . Signed this $' 11-., day of 5 day of ~us\, 2013. ~~m.\~ Notary Public CO).!MONWEALTilOFPENNSYLVANIA NOTAR!M- SEAL ~~an M. Taylor, Notary Public !(~dhor Township, Delaware County My commission expires October 07,2013 (relating )_..../ ,&.,.,.7/ , Sworn to and subscribed before me this §4904 0 - 2- 2013. to unsworn BEFORE THE DISCIPLINARY BOARD OF THE SUPREME COURT OF PENNSYLVANIA OFFICE OF DISCIPLINARY COUNSEL, Petitioner No. 10 DB 2011 No. 1701 Disciplinary Docket No. 3 v. Attorney Reg. No. 53927 MARC D. MANOFF Respondent (Chester County) CERTIFICATE OF SERVICE I hereby certify that I am this day serving the foregoing document upon all parties of record in this proceeding in accordance with the requirements of 204 Pa. Code §89.22 (relating to service by a participant). First Class and Overnight Mail, as follows: Robert S. Tintner, Esquire Fox Rothschild LLP 2000 Market Street, 20th Floor Philadelphia, PA 19103-3222 Dated: g(13 (/) HARO~, JR. Attorney Reg. No. 51159 Disciplinary Counsel Office of Disciplinary Counsel District II Office 820 Adams Avenue Suite 170 Trooper, PA 19403 (610) 650-8210

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