According to FINRA, Ramses David Visher was fined $5,000 and suspended from association with any FINRA member in all capacities for four months.
Visher, serving as Chief Compliance Officer, Chief Financial Officer, and Managing Director of two proposed broker-dealer entities, made negligent misrepresentations and omitted material information in private placement offerings to a prospective purchaser. He prepared and distributed written materials and emails in which he negligently misrepresented that the entities were approved FINRA members and broker-dealers, when they were not.
After FINRA denied a new membership application for one entity, Visher sent the prospective purchaser materials that continued to refer to that entity as a broker-dealer and outlined projections for income from broker-dealer revenue streams requiring FINRA membership. He then filed an application for a second entity that was largely identical to the denied application, but sent an email stating only that the company name was amended without disclosing that this was a separate legal entity formed after FINRA's denial. These misrepresentations and omissions were material because they gave an incorrect impression of the likelihood that the entity would receive approval to operate as a broker-dealer.
Additionally, Visher negligently misrepresented that he was registered with FINRA in multiple capacities including as a General Securities Principal, Registered Options Principal, and FINOP, when those registrations had expired. Although he was seeking an administrative waiver to avoid retesting, FINRA had not approved his request.
The prospective purchaser ultimately invested $25,000 for a 10 percent ownership interest based on these misrepresentations. Visher later returned the funds with a 30 percent premium. This case demonstrates how even negligent misrepresentations—as opposed to intentional fraud—can mislead investors and violate securities regulations. For investors, it highlights the importance of independently verifying representations about regulatory status and professional qualifications.
