The Securities and Exchange Commission today announced charges against Brook Church-Koegel, David H. Goldman, and Nicole J. Walker, three California-based internal sales agents for Woodbridge Group of Companies LLC, for illegally selling Woodbridge securities in unregistered transactions to retail investors in numerous states while acting as unregistered brokers.

According to the SEC's complaint, from approximately June 2014 to December 2017, Church-Koegel, Goldman, and Walker sold and assisted others in selling approximately $444 million in Woodbridge securities in unregistered transactions to thousands of predominantly elderly investors. The complaint alleges that Church-Koegel, Goldman, and Walker were among Woodbridge's largest revenue-producing internal sales agents, and Church-Koegel and Goldman eventually became "team leaders," who assisted sales agents throughout the United States. As alleged, the defendants reaped significant transaction-based compensation from these unlawful sales, with Church-Koegel and Goldman receiving more than $1 million each, and Walker receiving more than $750,000. The SEC's complaint, filed in the Southern District of Florida, charges Church-Koegel, Goldman, and Walker with violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933 and the broker-dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934 and seeks disgorgement of ill-gotten gains, prejudgment interest, and civil penalties against each of them.

The SEC's investigation, which is continuing, is being conducted by Michelle Bosworth, Mark Dee, and Christine Nestor, under the supervision of Thierry Olivier Desmet, Fernando Torres, and Glenn S. Gordon. The litigation will be led by Christine Nestor and Stephanie N. Moot under the supervision of Andrew O. Schiff.  The SEC appreciates the assistance of the Florida Office of Financial Regulation, the U.S. Attorney's Office for the Southern District of Florida, the Federal Bureau of Investigation, and the Internal Revenue Service, Criminal Investigations.

The SEC's Office of Investor Education and Advocacy has issued an Investor Alert to help seniors identify signs of investment fraud and, in conjunction with the Division of Enforcement's Retail Strategy Task Force, another Investor Alert about Ponzi schemes targeting seniors. The SEC strongly encourages investors to use the agency's Investor.gov website to check the backgrounds of people selling them investments to quickly identify whether they are registered professionals.