Securities Violation: "Parking"

Of the many violations of Federal securities laws alleged against Michael A. Davis and Rudolph Steiner Foundation (RSF), one of the most serious (and obvious) is Davis' practice of "parking" securities with RSF.

Nasdaq defines "parking" as
Illegal holding of stock by a third party, or the financing of such a stock, in which the third party's sole reason for holding the stock is to conceal ownership or control of a [another], thus sidestepping the Williams Act requirements of 5% holding limits. See: Rule 13d.
What was Davis' periodic gifting of stock to RSF if not "parking"?  Davis only gave stock to RSF when necessary to keep his own reported shareholdings below the 20% threshold created by Section 4943 of the Internal Revenue Code.  Thus, whenever Davis had opportunity to acquire more Cyanotech stock, he would contemporaneously transfer some of his shares to RSF in order to create room under the 20% threshold.  When Davis became aware that VitaeLabs was looking for a buyer of its 9.7% stake in Cyanotech, he could not buy the block himself without creating unwanted attention (and going over the Section 4943 limit), so instead, he secretly arranged and financed RSF's purchase of the VitaeLabs block.  This is likely the only time RSF has ever gone into the market and acquired publicly-traded shares.

Michael A. Davis both used RSF to hold shares of Cyanotech for him and financed RSF purchase of stock.  The sole reason for RSF holding and buying shares was to allow Michael A. Davis to increase his aggregate holdings in Cyanotech while hiding that fact from other shareholders and the Securities and Exchange Commission, and to allow Michael A. Davis to maintain his own direct holdings below the 20% ownership limit created by Section 4943 of the Internal Revenue Code.

Read more:  Ivan Boesky Went to Jail When He Was Caught "Parking"