SEC v. Peter DiChiara (reverse merger schemes, 2020)
Settled
Checked against the primary document on October 3, 2026. The library's summary, tags and figures for this record were compared with the regulator's own document by an AI model (Claude) following written instructions, with sampled and disputed records read a second time. No lawyer has reviewed them. A checked record can still contain errors, and checked does not mean endorsed. See how we check records or report a correction.
In September 2020 the SEC settled with attorney Peter DiChiara, charged with helping Morrie Tobin secretly control a public shell that was reverse-merged into a packaging company and transfer his shares through nominee entities, using false opinion letters. DiChiara agreed to $15,000 disgorgement, $2,167 interest, a $40,000 penalty and a five-year penny-stock bar.
The record
| Agency | SEC |
|---|---|
| Release number | LR-24884 |
| Date filed | 2020-09-03 |
| Date resolved | 2020-09-03 |
| Status | settled |
| Asset class | equities |
| Criminal parallel | No |
| Bars imposed | conduct-based injunction, penny stock bar |
| Defendants | Peter DiChiara |
| Cited as charged or alleged | Exchange Act s.10(b) and Rule 10b-5 ; Securities Act s.17(a) ; Securities Act s.5 |
| Techniques | Reverse merger schemes , Undisclosed control blocks |
What was ordered
- Civil penalty
- $40k
- Disgorgement
- $15k
- Prejudgment interest
- $2.2k
- Total relief
- $57.2k
- Alleged gain
- —
What is alleged to have happened
The Securities and Exchange Commission announced on September 3, 2020 (litigation release 24884) a complaint filed in the District of Massachusetts against DiChiara, with a settlement subject to court approval.
The SEC alleged that DiChiara, as an attorney, helped Tobin and others arrange a reverse merger between a shell Tobin secretly controlled and a private packaging company, leaving Tobin with nearly all the purportedly unrestricted shares of Environmental Packaging Technologies; helped move Tobin's shares through nominee entities to evade resale restrictions so he could sell in bulk during a promotion; wrote false opinion letters to remove restrictive legends; and drafted misleading SEC filings. Charges are Sections 5(a), 5(c), 17(a)(2) and (3), and aiding and abetting Section 17(a)(1) and Rule 10b-5.
Without admitting or denying, he consented to an injunction, a five-year penny-stock bar, limits on preparing opinion letters and on legal services for certain unregistered offerings, and payments of $15,000 disgorgement, $2,167 interest and a $40,000 penalty, $57,167 in all. The record had shown a $165 million alleged gain, which in the release is the separate illegal-sales total of the Knox and Wintercap case, and is cleared. This library tags the matter as reverse merger schemes and undisclosed control blocks.
For the regulator's own account of the facts, read the primary document linked above. This page deliberately summarises the structured record rather than reproducing the release.
What technique is this, and how does it work?
This action is tagged with 2 techniques in our taxonomy. The tagging is ours: regulators charge statutory provisions, not technique names, so the mapping is an editorial judgement described in our editorial policy.
- Reverse merger schemes — see how it works, what statute it engages, and every other action tagged the same way.
- Undisclosed control blocks — see how it works, what statute it engages, and every other action tagged the same way.
Timeline
- 2020-09-03 Litigation release published
Primary documents
Everything on this page derives from the documents below. Where our summary and the primary document disagree, the primary document is right.
Related actions
Other actions in the library sharing at least one technique tag with this one.
| Action | Agency | Filed | Technique | Penalty | Status |
|---|---|---|---|---|---|
| SEC v. Brian Quinn and David Skriloff (Environmental Packaging, 2024) | SEC | 2024-10-18 | Reverse Merger Schemes , Undisclosed Control Blocks | $461k | judgment |
| SEC v. Darren Ofsink and Michael T. Morris (CodeSmart, 2023) | SEC | 2023-04-03 | Reverse Merger Schemes , Undisclosed Control Blocks +1 | — | judgment |
| SEC v. Morrie Tobin et al. (undisclosed control blocks, 2019) | SEC | 2019-08-30 | Undisclosed Control Blocks , Reverse Merger Schemes | — | settled |
| SEC v. David G. Dreslin, Michael Toups and Leslie Toups (2018) | SEC | 2018-12-03 | Reverse Merger Schemes , Undisclosed Control Blocks | $345k | settled |
| SEC v. Delaney Equity Group LLC, David C. Delaney and Ian C. Kass (reverse merger schemes, 2018) | SEC | 2018-08-29 | Reverse Merger Schemes , Shell Factories +1 | — | settled |
| SEC v. Manhattan Transfer Registrar Company and John C. Ahearn (reverse merger schemes, 2018) | SEC | 2018-05-17 | Reverse Merger Schemes , Undisclosed Control Blocks | $50k | settled |