Again you keep mentioning fraud. There is no fraud or attempt at fraud here. Please move on.
Dude, all I can say is you're wrong about pretty much everything you've said. Clearly you haven't worked in this area and don't work with a lawyer. So we can agree to disagree, but legally speaking I'm right.
Forget about what a lawyer has told you. Quote me some regulation. Preferably SEC regulation. The judge will examine this not your lawyers view. The lawyer presents the case it's the judge who decides if the regulations have been breached. Quote some details or test cases or go home.