Part II — The Dorsett Deposition: How the SEC's Star Compliance Witness Was Impeached Before He Ever Took the Witness Stand

Part I of this series walked through the public trial record. Part II is about the sworn record that came before the trial — the February 28, 2023 deposition of Philip Dorsett, my former chief compliance officer at SureTrader and one of the SEC's two former-employee witnesses at trial.

I sat through that deposition. I have read it again, line by line, on certified paper. The deposition is 134 pages. It is taken under oath, before a Notary Public, with SEC trial counsel Alice Sum, Alise Johnson, and Russell Koonin in the room and my counsel Matthew Ford and Adam Ford of Ford O'Brien Landy LLP asking the questions.

Under Federal Rule of Evidence 613, prior inconsistent statements made under oath are classic impeachment material. They are the reason depositions exist. What follows is not commentary on Mr. Dorsett's character. It is a reading of his own sworn words.

This is the second piece in a series. Part I lives at /articles/how-sec-rigged-suretrader-trial and covers the trial itself — the Day 9 PM jury-charge fight, the 1989-withdrawn Rule 15a-6 interpretive statement, the 61-plus PDT mentions, and the May 21, 2024 Omnibus Order at Docket 264 that denied the SEC's summary judgment on all counts before the same elements were taken from the jury six weeks later.

This piece is narrower. It is about one document: the certified transcript of the Dorsett deposition taken on February 28, 2023 in SEC v. MintBroker International, Ltd. and Guy Gentile, S.D. Fla. Case No. 21-cv-21079. Every quotation below is from that transcript. Page references follow the page numbers printed at the bottom of the U.S. Legal Support transcript.

I am not accusing Mr. Dorsett of perjury. I am putting his sworn deposition next to the SEC's theory of the case and letting any reader see what the jury needed to see.

At trial, the SEC built a substantial part of Count 1 on the testimony of Philip Dorsett. He was held out to the jury as my chief compliance officer — the man in the room when the firm decided how to handle US persons and how to interpret Rule 15a-6 of the Securities Exchange Act.

That framing only works if the witness was actually doing US compliance. The deposition is the place where the SEC's own witness explained, on the record, that he was not.

Page 9 of the deposition. Matthew Ford is asking Mr. Dorsett to confirm the division of responsibilities he had described the day before:

'Q. You also testified on the flip side, Mr. Gentile was responsible for making sure SureTrader complied with U.S. rules and regulations; is that accurate? A. Yes.'

Five questions later, Ford turns the screw:

'Q. So, given that Mr. Gentile's responsibility was ensuring that SureTrader complied with U.S. laws and regulations and your responsibility was to ensure that they complied with Bahamian regulations, during your time there, would you have done any work to ensure that SureTrader was complying with U.S. laws, rules and regulations? A. Right, so, I would not have done work…'

That is the SEC's chief-compliance-officer witness conceding that US compliance was not his portfolio. The witness the jury saw at trial was a chief compliance officer of Bahamian rules. Bahamian compliance is not what Count 1 was about.

Page 10. The single most important question in the case — whether the chief compliance officer had actually read the rules he was being held out as enforcing — was asked and answered cleanly.

'Q. During your employment, did you have the opportunity to review all the relevant rules and guidance of U.S. law regarding the solicitation of U.S. citizens by foreign broker dealers? A. No.'

He then walked it back slightly on the next question — 'Guy did present to me. I think it's called the 15- that was referenced yesterday. He did show me that this was the main law that he wanted to — that that was the issue' — and on the question after that, when asked whether, beyond Rule 15a-6, he had reviewed any rules or guidance on US-person solicitation, he answered: 'I can't recall.'

That answer matters because the SEC's solicitation theory at trial did not rest on the text of Rule 15a-6 standing alone. It rested on a chain of 1988 interpretive language, a 1998 Internet Release, and a 2013 staff FAQ — exactly the kind of supplementary guidance the SEC asks compliance officers to read. Their witness, under oath, said he had not read it.

Pages 24–27. Ford put in front of the witness a January 2012 email from me, sending him a link to a Cadwalader, Wickersham & Taft memo on SEC regulation of non-US broker-dealers and foreign securities exchanges. The memo discusses Rule 15a-6 squarely. Cadwalader is one of the largest law firms in the United States. The email was sent to the firm's chief compliance officer by the CEO of the firm.

The exchange that followed is a closing argument printed on the transcript:

'Q. As chief compliance officer of SureTrader, if the CEO of the company sent you a link to an article, would you have clicked on that link in the ordinary course of your responsibilities? A. Well, it depends on what's the seriousness of the article.'

'Q. So, your testimony is that if the article was not serious, you would not have clicked on a link that was sent to you by the CEO of the company, which you're a chief compliance officer of? A. Again, if the e-mail and the article, if it's presented as is, you need to look at this link, you know, this would not gave been some intrical [sic], yes. I'm not saying I did not click on it, but you know, this would not have been something of importance. It deals with U.S. regulations, my thing was Bahamian regulations.'

Read those words again. 'My thing was Bahamian regulations.' That is the SEC's chief-compliance-officer witness — under oath, with three SEC lawyers in the room — telling Matthew Ford that a Cadwalader memo on US broker-dealer regulation was not 'something of importance' to him because US regulations were not his job.

At trial, the SEC asked the jury to believe Mr. Dorsett was the firm's authority on whether SureTrader was 'soliciting' US persons under Rule 15a-6. His own sworn answer to that question, in the deposition, is that the topic was not his thing.

Pages 32–38. The SEC's theory at trial was that SureTrader's no-US-solicitation guardrails were a fiction — that the disclaimers were window-dressing. The deposition contains the witness conceding the opposite.

Ford walks him through the firm's written 'Policy and Procedures for Compliance with U.S. Securities and Exchange Commission Rule 15A-6 Exemption.' Mr. Dorsett confirms the document, confirms the language about disclaimers on the website, Facebook, and Twitter, and confirms the UAA — the Unsolicited Acknowledgment Agreement — the firm required every US-resident applicant to sign.

Then Ford puts in a June 28, 2013 email I sent to him and to outside counsel Justin Ritchie. I wrote, in the email: 'Swiss America Securities LTD, SureTrader does not service accounts for U.S. citizens, U.S. residents or U.S. corporations. Swiss America LTD does not solicit U.S. resident clients,' is already on every website of SureTrader.com and meant to be a deterrent for America clients.'

Ford then asked the witness, directly:

'Q. Were you aware that on every website of SureTrader.com that statement that SureTrader did not service or solicit U.S. clients was on every page, on every SureTrader web page? A. I certainly was aware of the discussions, and yeah, I can say yes. Guy made a big deal about it.'

Two facts in one answer. The disclaimer was on every page. And I — the CEO that the SEC told the jury was orchestrating an evasion scheme — 'made a big deal about it.' That is the SEC's own witness, in a deposition the SEC took, saying SureTrader's compliance posture was conspicuous and consistent.

Page 36. The SEC told the jury for ten days that SureTrader 'advertised in the U.S.' through affiliates, through pop-ups, through the website, through Ross Cameron's Warrior Trading. The deposition records the witness conceding, under oath, that SureTrader did not in fact run a US advertising program.

'Q. Do you recall yesterday testifying that SureTrader did not advertise? A. Right, Guy was very proud that he did not spend advertising dollars.'

Twelve words. They will fit in a closing argument. They will also fit in an appellate brief.

Page 103. This is the answer the SEC did not want the jury to think about too long.

'Q. You took 15,000 documents from SureTrader after you were fired, correct? MS. SUM: Objection. A. I discovered there were documents on my computer after I had already left SureTrader, that is true.'

Ms. Sum's objection was preserved. The answer is in the record. A former chief compliance officer of a broker-dealer left the firm and only later 'discovered' that approximately 15,000 firm documents were sitting on his personal computer.

Bias and motive are textbook impeachment under FRE 607 and 608. A witness who leaves a firm under contested circumstances and then turns up as the SEC's witness, with thousands of the firm's documents on his personal hardware, has a bias problem the jury was entitled to weigh. The deposition gave the defense the foundation. The trial record is the place to check whether the jury actually got a clean shot at it.

Pages 113–114. The SEC asked the jury to treat Warrior Trading, Day Trading Radio, Timothy Sykes, and Investors Underground as if they had been part of a SureTrader US-solicitation operation. The deposition is more careful.

'Q. It says, "That section included a drop down menu are with referral sources including among others, Day Trading Radio, WarriorTrading and Timothy Sykes and Investors Underground," do you see that? A. Yes.'

Asked whether each of these was a 'member of the affiliate program,' Mr. Dorsett confirmed they were affiliates. That is the legal point. The Rule 15a-6 framework, the 1989 release, and decades of staff guidance treat independent third parties advertising their own platforms — and listing where their audience can open accounts — differently from a foreign broker-dealer running its own US sales force. The witness's own deposition characterizes the relationship in the language of an affiliate program, not an in-house solicitation team.

Federal Rule of Evidence 613 was written for exactly this kind of witness. A trial lawyer takes the prior sworn statement, confronts the witness with it on cross, gives the witness a chance to admit or deny, and — if the witness denies or evades — moves the prior statement into evidence as a prior inconsistent statement.

When the witness on the stand is the SEC's chief-compliance-officer witness, and his prior sworn statement says he did not review the US solicitation rules, did not read the Cadwalader memo, treated US compliance as not his thing, confirmed the disclaimer was on every page, confirmed I did not spend advertising dollars, and admitted leaving the firm with 15,000 of its documents on his personal computer, the credibility ceiling on the SEC's solicitation theory should have been measurably lower.

Whether the jury was given the clean version of any of that — without speaking objections, without sidebars chewing up the rhythm of the cross, without the kind of running interference that any trial lawyer will recognize from a transcript — is a question I am leaving to the appellate record. Part III of this series will go through the Day 5 cross of Mr. Dorsett line by line and put it next to the deposition pages quoted above.

The SEC's case against me, on Count 1, required the jury to believe that SureTrader's US-person compliance program was a sham, that the firm's chief compliance officer knew it was a sham, and that the no-solicitation guardrails were never really enforced. The deposition record makes each of those propositions harder to sustain. Their own witness, in sworn answers, gave the defense the language to dismantle every one of them.

I am the defendant in this case. I am not neutral. I am also not making this up. Anyone with a PACER account can pull the deposition transcript and read the same pages I read. The U.S. Legal Support cover page, the appearances, and the page numbers cited in this article are how you find them.

Part I argued that the trial was rigged at the level of the jury charge. Part II argues that even before the charge, the SEC's own pretrial record was thinner than the picture they painted in opening statement. Part III, when it runs, will close the loop by mapping each of these deposition admissions to what actually happened on the trial transcript when the same witness took the stand on Day 5.

If you only read the verdict form, the SEC won. If you read the deposition the SEC took of its own star compliance witness, the case looks very different. Both documents are public. Both documents are sworn. Only one of them was put in front of the jury in full.

I will keep writing about this until the appellate process is finished, and after. The transcripts are not going anywhere. Neither am I.

This article reflects my personal opinion based on the public deposition transcript and the public docket in SEC v. MintBroker International, Ltd. and Guy Gentile, S.D. Fla. Case No. 21-cv-21079. It is not legal advice, financial advice, investment advice, or a solicitation of any kind. Any quoted material is taken from the certified transcript of the deposition of Philip Dorsett dated February 28, 2023, and is reproduced for the purposes of comment, criticism, and reporting on a matter of public concern.

If a reader believes any quotation has been mis-transcribed or taken out of context, the cure is to read the full deposition and the full trial transcript and to tell me where I have erred. Corrections will be made on the record.