Vernazza

Petitioners Jerome B. Vernazza, Vernon T. Hall, Stanley E. Hargrave, and IMS/ CPAs & Associates (“IMS”) seek review of an order of the Securities and Exchange Commission (“Commission”) imposing sanctions for violations of several antifraud provisions of the securities laws. The Commission determined that the petitioners, who are investment advisers or persons associated with advisers, knowingly or recklessly made materially false statements and omissions to their clients and in their papers filed with the Commission. The Commission found that the petitioners falsely represented that they received no referral fees and had no financial interest in any of the recommendations they made to their clients. Because the Commission’s findings are supported by substantial evidence, we deny the petition for review.

FACTUAL BACKGROUND

The facts are largely undisputed. Ver-nazza, Hall, and Hargrave are partners in IMS, a firm registered with the Commission as an investment adviser. Vernazza also was registered as an adviser, but withdrew his registration in 1997. Vernaz-za, Hall, and Hargrave also owned the accounting firm Hall & Vernazza, CPAs (“H&V”), which for all practical purposes was…