A: Holding your money is not, by itself, a securities law violation. The securities laws regulate how the company offered and sold the stock. A company that takes an investor's money before delivering offering documents or confirming accredited investor status has put its private placement exemption at risk. If no exemption applied, Section 12(a)(1) of the Securities Act gives the buyer a right to rescind, but that claim must be brought within one year of the violation and I think it has expired. If the company knew about the SEC investigation when it asked you for capital and did not tell you, you may also have a fraud claim under Rule 10b-5 and the Florida Securities and Investor Protection Act (Chapter 517). Those claims generally must be filed within two years after you discovered the facts and no later than five years after the violation. You learned of the investigation more than two years ago, so timing is a serious obstacle there too.
Your stronger claim is probably a state-law claim that no agreement was ever completed and the company therefore has no basis to keep your funds (unjust enrichment or money had and received). Expect the company to argue the opposite, that you agreed on price orally, paid, and became a shareholder. An agreement to buy stock does not have to be in writing to be enforceable, so the missing subscription agreement helps you but does not decide the question. The equity entry in the public filings suggests the company treats your payment as a completed or pending stock purchase. If that is right, the company owes you shares. If it is wrong, it owes you a refund. It cannot keep the money and give you nothing.
Florida generally allows four years for unjust enrichment and oral contract claims, and the period may run from the date of your wire. On your timeline, at least two years and eight months have passed, and the law of the company's home state may also apply. I would gather the wire confirmation, every email and text with the company and its attorney, and the page of the filing showing the entry, and I would ask the company's transfer agent whether shares were issued in your name. I would not sign the subscription agreement or investor packet now without advice. A securities attorney should review the documents and send a written demand soon.
This is general information based on the facts in your question and is not legal advice.
A: Pennsylvania ethics rules permit a lawyer to serve as executor for a client, subject to PA RPC 1.7 conflict disclosure and PA RPC 1.8 Comment guidance, including advising of the lawyer's financial interest and the availability of alternative candidates. An engagement would be a long-tail fiduciary commitment, and the executor role should sit in a separate engagement letter with full Rule 1.7 disclosures, written informed consent, succession provisions, and confirmed fiduciary insurance. The engagement is ethically allowed, but there are enough structural hurdles with having a lawyer serve as executor that one may want to consider a bank or institutional executor in some cases.
