SEC v. Loral L. Langemeier — U.S. Securities and Exchange Commission Litigation Release No. 26303, dated May 7, 2025.
Loral Langemeier and her company, Live Out Loud, Inc., were found to have sold unregistered securities in risky oil and gas offerings to their clients. They acted as unregistered brokers and breached their fiduciary duties by failing to disclose significant financial conflicts of interest, including receiving hundreds of thousands of dollars in undisclosed sales commissions and holding equity interests in the very investments they recommended.
In Plain English
Imagine someone you trust to give you advice on how to save your money. This person tells you to take your safe savings and invest them in a new, exciting, but very risky venture, like a new oil company. What they don't tell you is that they are getting a big 'thank you' payment from the oil company every time you invest, and they even own a piece of that company themselves. This is what happened here: the advice giver didn't share their secret payments and ownership, which is a conflict of interest.
Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.
How the Alleged Scheme Worked
- Positioning as a Financial Expert From at least 2016 through 2018, Loral Langemeier presented herself as a financial expert and mentor. Through her company, Live Out Loud, Inc. (LOL), she advised clients, primarily small business owners and retirees, charging them substantial fees for her guidance.
- Recommending Risky Investments Langemeier persuaded many clients to sell their conservative investments. She then directed them to reinvest these funds into risky, unregistered oil and gas securities offerings, which she promoted enthusiastically at seminars and through follow-up solicitations.
- Undisclosed Commissions Langemeier received significant, undisclosed sales commissions from the sponsors of these oil and gas securities. She earned approximately $407,807 in commissions from clients who purchased over $7.4 million in these securities.
- Hidden Equity Stakes In addition to commissions, Langemeier held undisclosed equity interests in two of the investment vehicles she recommended, HBR VI and SEA III. These stakes, sponsored by Resolute Capital Partners and Homebound Resources, yielded her an additional payout of approximately $279,854.
- Deceptive Promotion Langemeier arranged for representatives from Resolute Capital Partners and Homebound Resources to speak at her seminars. She bolstered their presentations by portraying the oil and gas ventures as low-risk and tax-advantaged, while failing to disclose her deep financial ties to these sponsors.
- Breach of Fiduciary Duty By failing to disclose her substantial commissions and equity stakes, Langemeier breached her fiduciary duty to act in her clients' best interests. This material information would have significantly impacted a reasonable investor's assessment of her recommendations.
- Acting as Unregistered Broker Langemeier and LOL also acted as unregistered brokers. They actively solicited clients to purchase the oil and gas securities and received transaction-based compensation (undisclosed sales commissions) from the issuers, engaging in the business of effecting securities transactions for others without registration.
- Investor Losses Many clients suffered significant losses as the issuers of the oil and gas securities failed to make promised distributions or return principal. One client alone lost nearly $1,000,000 invested in these securities based on Langemeier's recommendations.
The Enforcement Action
On April 29, 2025, the U.S. District Court for the District of Nevada entered a final judgment against Loral L. Langemeier and Live Out Loud, Inc. The judgment permanently enjoined them from violations of securities laws related to selling unregistered securities, acting as unregistered brokers, and breaching fiduciary duties by failing to disclose conflicts of interest. Langemeier was ordered to pay disgorgement of $404,807, prejudgment interest of $121,302.28, and a $50,000 civil penalty, totaling $576,109.28.
Named in this action: Loral L. Langemeier.