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WILLIAM ALEXIS CRONIN, JR.
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CONSENT ORDER |
I. PRELIMINARY STATEMENT
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies promulgated under the Act (“Regulations”);
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of William Alexis Cronin, Jr. (“Cronin”) to determine if he had violated, was violating or was about to violate provisions of the Act or Regulations;
WHEREAS, on June 26, 2012, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (collectively “Notice”) against Cronin, which Notice is incorporated by reference herein;
WHEREAS, on July 6, 2012, Cronin requested a hearing on the matters alleged in the Notice;
WHEREAS, Section 36b-31(a) of the Act provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;
WHEREAS, Section 36b-31(b) of the Act provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive”;
WHEREAS, an administrative proceeding initiated under Section 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;
WHEREAS, Section 36b-27(f) of the Act provides, in relevant part, that “[a]ny time after the issuance of an order or notice provided for in subsection (a), (b) . . . or subdivision (1) of subsection (d) of this section, the commissioner may accept an agreement by any respondent named in such order or notice to enter into a written consent order in lieu of an adjudicative hearing”;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;
WHEREAS, Cronin and the Commissioner now desire to resolve the matters alleged in the Notice without the need for further administrative proceedings;
WHEREAS, the issuance of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
WHEREAS, Cronin agrees that the Notice may be used in construing the terms of this Consent Order, and agrees to the language in this Consent Order;
WHEREAS, Cronin has provided documentation to the Division evidencing his financial inability to pay the fine or restitutionary amount that otherwise may have been assessed against him pursuant to the Notice and this Consent Order;
AND WHEREAS, Cronin specifically assures the Commissioner that none of the violations alleged in the Notice or this Consent Order shall occur in the future.
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Cronin, through his execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
| 2. | To present evidence and argument and to otherwise avail himself of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
| 3. | To present his position in a hearing in which he is represented by counsel; |
| 4. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
| 5. | To seek judicial review of, or otherwise challenge or contest the matters described herein, including the validity of this Consent Order. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Cronin, through his execution of this Consent Order, acknowledges the following allegations of the Commissioner, and does not admit or deny these allegations, but admits sufficient evidence exists for the Commissioner to issue an order to cease and desist, an order to make restitution, and/or an order imposing a maximum administrative fine of one hundred thousand dollars ($100,000) per violation of the Act, or any regulation, rule or order adopted or issued under the Act:
| 1. | Cronin violated Section 36b-16 of the Act through the offer and sale of securities in or from Connecticut to at least one investor, which securities were not registered in Connecticut under the Act; |
| 2. | Cronin violated Section 36b-6(a) of the Act by transacting business as an agent of issuer in Connecticut without registering as an agent of issuer under the Act; |
| 3. | Cronin violated Section 36b-6(c)(1) of the Act by transacting business as an investment adviser in Connecticut without registering as an investment adviser under the Act; |
| 4. | Cronin violated Section 36b-4(a)(2) of the Act by, in connection with the offer, sale or purchase of any security, directly or indirectly omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; |
| 5. | Cronin engaged in conduct proscribed by Section 36b-31-6e of the Regulations by participating in private securities transactions without providing prior written notice to his employing broker-dealer describing in detail the proposed transactions, his proposed role therein and stating whether he had received or would receive selling compensation in connection with such transactions; and |
| 6. | Cronin engaged in conduct proscribed by Section 36b-31-15b(a)(1) of the Regulations by borrowing money from a client without notice to the broker-dealer whom Cronin represented at the time. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Cronin an opportunity for a hearing;
AND WHEREAS, Cronin acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
WHEREAS, Cronin, through his execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on him the following sanctions:
| 1. | For a period of ten (10) years commencing on November 7, 2011, the date an Acceptance, Waiver and Consent (“AWC”), No. 20110258858 was entered into between the Financial Industry Regulatory Authority and Cronin, Cronin, either directly or through any person, organization, entity or other device, shall be BARRED from (a) transacting business in or from Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent, as such terms are defined in the Act, and notwithstanding any definitional exclusion that might otherwise be available under the Act; (b) from directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut; and (c) from directly or indirectly engaging in any activity not included in subparagraphs (a) or (b) of Paragraph 1 of Section IV of this Consent Order which would require Cronin to register under the Act; and |
| 2. | Cronin shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any person, organization or other device, including without limitation, (a) offering and selling unregistered securities; (b) transacting business as an agent of issuer in Connecticut absent registration; (c) transacting business as an investment adviser in Connecticut absent registration; (d) in connection with the offer, sale or purchase of any security, directly or indirectly omitting to state material facts necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; (e) participating in private securities transactions without providing prior written notice to his employing broker-dealer; and (f) borrowing money from a client without notice to his employing broker-dealer. |
V. CONSENT ORDER
NOW THEREFORE, the Commissioner enters the following:
| 1. | The Sanctions set forth above be and are hereby entered; |
| 2. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Cronin based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
| 3. | After seven years have elapsed from the date the AWC was entered, Cronin may request that the Commissioner relieve him from the bar contained in Paragraph 1 of Section IV of this Consent Order by filing a written application with the Division Director setting forth the basis for the request. The Division Director shall review the request and make a decision based on the Director’s review. The Division Director may, in his/her sole discretion, grant, deny or condition the relief sought pursuant to this paragraph; |
| 4. | Nothing in this Consent Order shall be construed as limiting the Commissioner’s ability to take enforcement action against Cronin based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; and |
| 5. | This Consent Order shall become final when entered. |
| So ordered at Hartford, Connecticut, | _______/s/____________ | |
| this 11th day of December 2012. | Howard F. Pitkin | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, William Alexis Cronin, Jr., state that I have read the foregoing Consent Order; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Consent Order.
| ______/s/____________ |
| William Alexis Cronin, Jr. |
| State of: | Connecticut | |
| ss: Guilford | ||
| County of: | New Haven | |
On this the 29 day of November 2012, before me, Barbara A. Hammarlund, the undersigned officer, personally appeared William Alexis Cronin, Jr., known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
___________/s/____________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: April 30, 2013