Voices of Freedom - Interview with Nick Morgan

Episode Date: February 24, 2026

An Interview with Nick Morgan, Founder and President, Investor Choice Advocates Network (ICAN) For decades, small investors and entrepreneurs who run afoul of the Securities and Exchange Commission have faced a stark reality: challenge a powerful federal agency with seemingly unlimited resources or settle. The result is a staggering 98% settlement rate that has led to ruined businesses, lost opportunities, and forever changed lives. Our guest on this episode of Voices of Freedom is doing something about it. Nick Morgan is Founder and President of the Investor Choice Advocates Network, or ICAN, a nonprofit public interest law firm that provides free legal representation to small investors and entrepreneurs facing SEC overreach. Before founding ICAN, Nick spent seven years as senior trial counsel at the SEC, followed by 18 years in private practice defending clients against securities enforcement actions. His insider's perspective revealed how heavily the deck is stacked against ordinary Americans trying to pursue economic opportunity — and drove him to act. Topics Discussed on this Episode: How the SEC's structure and incentives undermine fairness for small investors and entrepreneurs ICAN's mission and the clients it serves Building legal precedent through strategic litigation and regulatory reform advocacy The proper balance between investor protection and economic freedom What gives Nick hope that the balance of power between individual Americans and the SEC can shift

Hello and welcome to Voices of Freedom, a Bradley Foundation podcast. I'm Rick Graber, president and CEO of the Bradley Foundation. On the podcast, we'll explore issues that affect our freedoms with a focus on free enterprise, free speech, and educational freedom. So let's get started. When small investors and entrepreneurs run afoul of the Securities and Exchange Commission, look out because their options are very, very limited. Most can't afford the legal resources to challenge an agency

with seemingly unlimited power. And the result, a staggering 98% settlement rate that has caused countless ruined businesses, lost opportunities, and forever changed lives. And each settlement seems to strengthen the SEC's reach, creating ever-expanding regulatory uncertainty that stifles innovation and economic opportunity. And for decades, this cycle has continued,

largely unchallenged and unchecked, undermining the principles of free enterprise that have long enabled Americans to build wealth and pursue their chosen paths to prosperity. Our guest today has decided to do something about that. Nick Morgan is founder and president of the Investor Choice Advocates Network, or ICANN, a non-profit public interest law firm that provides free legal representation to small investors and entrepreneurs facing SEC overreach. Before founding ICANN, NICN,

spent seven years as a senior trial counsel at the SEC, followed by 18 years in private practice defending clients against securities enforcement actions. His insider's perspective revealed just how heavily the deck is stacked against ordinary Americans trying their best to pursue economic opportunity. Through strategic litigation, ICANN is building a precedent-based legal barrier in an effort to protect individual liberty and expand access to capital markets. Nick, welcome to Voices of Freedom. It's great to have you. Thanks very much, Rick. It's a pleasure to be here. Thanks for having me. Our pleasure. Nick, you spent seven years as a senior trial counsel at the SEC before

he moved into what I'm sure was a very lucrative private practice and then, of course, later founding ICANN. Just what did those years inside the agency teach you about how it operates? And ultimately, what drove you to create a nonprofit law firm fighting SEC overreach? I'm sure it's a much different world than the one you were in. both at the SDC and in private practice. It is quite different. And to sort of tell the story completely, I have to go back to when I was in law school

because that's when the seed was planted to start a nonprofit. When I was in law school, I was the very first summer law clerk at a brand new public interest litigation shop called the Institute for Justice. I had the pleasure of working with Clint Bullock as he was getting it set up.

One of the best. Yeah, and I saw what a terrific tool public interest litigation can be when used properly and strategically. So that was that was planting a seat. And then years later, I'm at the SEC. And when I went to the SEC, there is a role for having a sort of cop on Wall Street who is policing fraud. I think most people to the extent they think about the SEC at all think about the SEC going after Ponzi schemes or big fraudulent enterprises. And that's kind of the spirit in which I joined the SEC. And in fact, I worked on a lot of cases where we were pursuing people who clearly stole people's money.

And that felt good and like the right thing to do. But as time went on, and as I spent more years there, I realized there's a lot of what the SEC does that most people don't know about. I think most people think it's all about Wall Street. And in fact, a lot of what the SEC does has to do with Main Street. Doesn't involve fraud. Doesn't involve investor protection. And so as time went on, I grew a little disillusioned with a lot of the activity that

the SEC was doing. That's part of the reason I left and went to private practice. And certainly from the other side when I was at big law firms as a partner representing people in SEC matters. I noticed the trend that you alluded to at the outset of this interview, which is most people can't fight the SEC. Most people can't afford to pay big law firms the rates that they charge or even small law firms, the rates that they charge. And this is including very wealthy people. And I had a lot of people come to me saying, hey, I've got this inquiry from the SEC, can you represent me? And we have to say, no, like, we're going to bankrupt you at a month.

And so that's a problem right there. But that problem leads to a bigger problem for our capital markets. And I should say at the outset, the United States has the best capital markets in the world. Capital markets are where investors and entrepreneurs meet up. That's where you put together the investments with the people who use the money and put it to good use and do good things with it. So the bigger problem that we saw, my partner and I who founded I Can with me, was that because the SEC forces people to settle in every matter, nearly every matter, it creates this sort of pro-regulatory body of what the SEC would view as law,

these settlements, and it just increases the authority, the footprint of the SEC, and the ability of the SEC to impose drastic punishments on people. And in our view, the ultimate result of that pattern over years and years is that people are just afraid to get involved in the securities markets. Would you rather go get a bank loan or would you rather gather your friends and family to help you start your small business and have them be an investor in your business? Well, don't do that. That's scary. That's the FCC. They're going to, you know, if you inadvertently fall foul of some obscure securities regulation, they're going to come and crush your business and take every penny you have. So that seemed like a bad dynamic, one that was not being addressed by the current system of for-profit law firms representing people in these matters.

And we thought that harkening back to my law school experience with Clint at the Institute of Justice, that there was a role to be played here by a public interest, non-profit litigation shop. Really interesting. Does the SEC change from administration to administration, from Democrat administration to Republican administration, or is it just more of the same regardless of. of who's at the top. Yeah, I have two perspectives on that. When I was at the SEC, I straddled a change in administration. Saw zero difference. I mean, in the types of cases that were being brought, zero difference.

The commission is made up of five politically appointed commissioners at the top of the agency, but it's run by the staff. And I was a staff member, a staff attorney. And of course, the staff does take direction from the commissioners. But the level of control at the commission level over the staff level is pretty minimal. There's not a lot of input. When I was litigating cases, I didn't go ask the commissioners for permission to do this or that, other than filing the initial case.

So we happen to be in a position where I think the three current SEC commissioners are about as free market as we could ever hope for. So I think we've got an excellent commission in place. But I can tell you, based on our current experience that the staff, by and large, continues with litigating cases that were approved. We have one that was approved 10 years ago, actually 11 years ago now by a prior, you know, SEC and a prior administration. So day-to-day, the commissioners who are running agency absolutely have an impact on the direction of the agency, but not at the level where it makes a big difference to the phenomenon I was describing. Sounds like deep state to me. I call it what you will, the staff continues. You know, they just sort of chug along and they'll be around at the time of the next administration change.

I hear you. I know that one of your critiques is that the SEC's performance metrics incentivize pursuing easy cases and really tackling serious fraud. How does that work and what's it mean for investors and entrepreneurs? The SEC has to choose where to allocate its resources like any body. And internally, and when I was there, I experienced this, staff attorneys get credit for, like a little brownie point, for bringing new cases. And this has changed a little bit, but not enough in my view. If you bring a small case against a person who can't defend themselves, and I'm talking about bringing the case, meaning file it in court, not win the case. So if you bring a new case, get it approved, you get a stat, a point.

You get a point, a stat, whether it's a single defendant, nickel and dime, till, broken, tail light type case, or if it's, you know, the next Enron or Bernie Mayoff or something. It's a stat. So, of course, incentives drive outcomes. What does that incentive structure give rise to? It incentivizes the staff to bring lots of cases. And the easiest thing to do there is to bring lots of simple cases. The SEC, like most agencies, has its own sort of internal affairs arm. It's the Office of Inspector General. It was a famous report done about one of the regional offices at the SEC saying there was a big Ponzi scheme in Texas. The person's name was Stanford saying that Ponzi scheme was not detected until very late because that regional office was busy trying to get stats. They were bringing a bunch of kind of silly, small one-off cases that didn't involve much impact. And as a result, they were deferting resources to doing that activity rather than uncovering what, ended up being one of the biggest Ponzi schemes. Fascinating. So at ICAM, you provide free legal representation to clients who probably, for the most part,

couldn't afford to fight back. It seems to me that given that, one of the tough decisions that you and your team have to make every day is what cases to take and what not to take. I'm sure you have far more potential clients than you can possibly serve. How do you decide what to go with and what not to go with? Yeah. You're absolutely right. We get lots of calls.

it's amazing when you offer free legal representation. How many people come out of the woodwork? So we do have to be selective. We also have resource constraints. So our criteria is really we're looking to reform the law in a positive direction. We're trying to get things deregulated in the space that's been created by the SEC. And so our first criteria is that we look for cases that will have a lasting impact. We're looking for cases that will benefit people beyond just.

the client at issue. And then, of course, you know, we want to make sure that our client is, you know, a good pro bono. We're not up there representing big corporations or wealthy people who can afford their own counsel. They should go hire counsel. We're devoting our resources to cases that really need help. So, and then the last thing, we chose early on not to represent people accused of fraud or stealing money. Of course, those people are entitled to a defense as well. And sometimes those, those allegations are untrue or unfounded. But as a resource allocation, matter and because it makes our story easier to tell, we limit our clients to those who are not accused of fraud or taking money. So by and large, our clients are people who can't afford

counsel in cases where the SEC is alleging some technical non-fraud violation and where the case will have a lasting impact if we establish a precedent that will help other people who are either entrepreneurs or investors trying to meet up in the capital markets. So drill down on that a little bit. Talk about some specific examples. What are one or two cases that best illustrate what you're trying to accomplish? Yeah. Our very first case, we represented a man named Joseph Collins in L.A. He had raised money to create a streaming TV production company that would cater to urban audiences.

He did it in a way that took advantage of a sort of reduced regulatory avenue for raising capital. He raised about a million dollars from friends and families. and people in the community in South Los Angeles. The method that he used required him to hire a CPA. So he did that. He then later found out his CPA told him, oh, I'm not actually a CPA. So I said, oh, well, that's a problem because you're telling me you were, we already raised a million dollars.

So Joseph went to the SEC and self-reported and said, I've got a problem. And he attempted to fix the problem. And the answer from the SEC was to sue him in federal court. Again, not a fraud case, not alleging that he misused money. It was a failure to meet a particular technical requirement. We got involved at the very end of the case. The Supreme Court has previously told the SEC that they could not impose this remedy called disgorgement unless there were victims of a violation.

Well, the SEC sued Joseph and they wanted him to pay them back, paid to the U.S. Treasury, all of the money that he had received from each of the investors. Well, he didn't have that money because he had used it to develop the business. So it would have been a financially ruinous result. And it would have chipped away at an already existing Supreme Court limitation on the SEC. We talked to Joseph, represented him for free at the end of the case. And really, all we did was come in at the end and say to the judge, judge, there is a Supreme Court precedent that the SEC is trying to chip away at that will devastate this man and his business. and the people who invested in his business because it will be ruined.

The SEC was seeking about a million dollars in disgorgement, and the judge saw our brief and said, no, based on the Supreme Court precedent, I'm going to award zero dollars in discouragement. So that was our first case out of the box. We felt pretty good about it. We're protecting a precedent that will help everyone. We're helping this person.

And it really kind of embodied the idea that we want people to be able to raise money for their businesses from friends and family without fear of totally. devastating consequences when the SEC is overreaching against the Supreme Court precedent that already existed. So that was our first case. We have had benefit of being able to take on cases from a plaintiff's perspective as well. So one of the things we're doing is looking at regulations that exist and targeting them when they are unjust or beyond the scope of the SEC's authority to do them. So another of our clients is named Emily. Emily wanted to invest. Emily wanted to invest in a small venture capital startup that would seed a venture capital fund that would provide

seed money to very small health care startups. Emily's got a master's in the polite economics. She's been in the healthcare industry for more than a decade. This is perfect for her. This is her industry and she's very passionate about trying to help the healthcare industry at this sort of grassroots. So she approached the venture capital fund and said, I'd like to invest $25,000. I've got all this experience. I'm willing to help you as a consultant. They said, great. Well, we'll would love to have you invest. And then they bumped up against something called the accredited investor rule, which oversimplifying a bit prevents people who don't have a million dollars of net worth from investing

in certain private securities transactions. Emily was furious and insulted. This is a rule that's meant to protect people like Emily. And Emily said, I don't need your protection government and I don't want your protection. I want to invest in this thing. She didn't have a million dollars net worth, partly because she had chosen to go into a a field that she didn't make as much income as she could have because she's passionate about the health care industry. So Emily is our client. We are challenging this SEC accredited investor

rule in an active piece of litigation in federal district court on a number of bases. But it's another example of the type of case that ICANN wants to bring, which is challenging regulations that are on the books that are not properly authorized by Congress or that are unconstitutional. And that again, interfere with entrepreneurs and investors being able to come together and consensually do what they do best. I'm reaching back into my years practicing law. I mean, those accredited investor rules have been there seemingly forever, very entrenched. That's a tall mountain, isn't it? It is a tall mountain. There's maybe two in the weeds, but there was a recent Supreme Court decision called Cornerpost that if you're challenging a regulation on administrative procedure act ground, the corner post decision allows you to challenge much older regulations because it sort of loosened the statute of limitations limitations that existed. So, yes, the credit investor rule has been around

since the 80s and it has not been challenged in court. We think that we're doing it at the right moment sort of in time also because there is a groundswell toward allowing people to have better access and easier access to the capital market. So there are movements legislatively. There are movements at the SEC on a rulemaking basis. Those are two branches of government. We think the third branch, the judicial branch, should be involved here as well. So your basic point is that the accredited investor regulation in effect is the government defining who's smart enough and who's rich enough to make an investment. And your point is, come on, that just doesn't work. Yeah. Yeah. And Emily's the perfect person for this. You described it exactly right, right? The rule was designed to allow

only sophisticated investors into these sometimes more risky private securities investments. That's the goal behind it. But you talk to Emily and she says, well, how much more sophisticated could I be? Like, I've been in this industry for more than a decade. I have a master's in applied economics. Who is a better judge of my risk tolerance? Me or the federal government? And she's going to answer me every single time. So really by limiting access based on wealth or income, the government has excluded people from making their own risk assessments based on their own backgrounds and personal preferences and circumstances. Now, your critics are going to argue that loosening SEC regulations is just going to expose investors to more fraud, more abuse. How do you respond to that? I mean,

what's the balance between investor protection on one hand and economic freedom, making your own choice? on the other. Yeah. Well, that argument comes up a lot in connection with this accredited investor rule. And on that, the argument is, if we allow more people access to riskier parts of the market, more people will be victimized by fraud. We have never argued that the SEC should lose its power to pursue fraud actions. In fact, I encourage it. So really not talking about that. They have the tools necessary to do that. The question is, who gets to decide who makes the decision. whether a particular investment is too risky for them. And I've asked Emily that question. And her answer is, well, of course, I should decide who is better situated to make the risk assessment than I am? And I posed the exact question because I've asked it myself. I said, Emily, what happens if the investment you may, it turns out to be a bad investment? What happens if it's a poorly run business? And she said, well, then that's on me. But it's, I am the best positioned person to assess my own risk tolerance. So, It's not a gray area for Emily.

She's pretty clear that she should be the one to make the decisions about her own investments. Go for it, Emily. I got to ask, are the same people working at the SEC when you were there? And what do you think of, I Dan and, you know, are you now evil? Well, probably to some of them. You know, we, because I work there, I have a sense of the dynamic that gives rise to really bad laws. You've got insights that others don't for sure. Yeah, and I go to great pains to point out that this is not a problem that that is because one evil SEC employee is doing, you know, has a vendetta or an agenda.

It is an institutional problem. So our attacks are never ad hominem like this person is a bad person, although sometimes that's the case. But this is a much broader problem. I mean, I don't use the phrase deep state, but it's the incentives that exist that really give rise. to otherwise, you know, people who are just responding to those incentives at the SEC. You want to win your case when you're there. So do they think I'm bad? Probably some of them do.

But I have had people who are currently there reach out and say, you know, keep doing what you're doing. Sputon on. And there's nothing they can do about it internally. They're not going to change the course of the battleship from a, you know, staff attorney position. Right. Right. I know that you've built a nationwide legal network of pro bono lawyers. who are happy to step up and support your mission.

Talk about that a little bit. And what's to tell us about the current environment out there for regulation? Well, so, yes, we have been quite fortunate in most of our litigated cases that are in court. So we have your team. We have two lawyers, a law clerk, thanks to Bradley. And then we have our pro bono network and we use some contract lawyers. So we're pretty small team you're working with. Yeah.

And everyone who works and ICANN, we have some marketing folks and development folks and that sort of thing. But everyone who has come to ICANN is very mission driven. And we're looking to put all over resources into the tip of the spear, into the litigation stuff. And one other ways we can leverage our resources is, as you say, to team up with big law firms. So all the big law firms want to be in the SEC defense space. For their paying clients, it's a very lucrative place to be. there aren't, you know, an infinite number of SEC cases being litigated out there. So what we have pitched to firms, and these are some of the biggest firms in the country that we're fortunate enough to

work with, is, hey, look at our case. We have Joseph. We have Emily. There are our pro bono clients. If you will be our co-counsel on this, I will help. If you have an associate who needs some sort of introduction to SEC matters, I'll be more than happy to do what I did. Yeah, when I was at my law firm, that's exactly what I did. So I think the combination of, We have good case selection, so they're very righteous matters. So that's a pretty easy lift. We are a 501C3 nonprofit, so that clears some big law firm hurdles for doing pro bono work. And then there's an opportunity to get some experience in SEC cases.

I think that combination of things has been attractive to our law firm partners. Great. Last question, Nick. And we try to end on a positive note on voices of freedom. What gives you a hope that ICAN will ultimately shift that balance of power? between ordinary Americans like Joseph and Emily and the regulatory overreach of the SEC, which based on the examples you've talked about is clearly there. Yeah.

We talk to a lot of investors, a lot of entrepreneurs, and it's their optimism that sort of lights my fire and gets me going. I don't think you ever, I mean, this is not unique to our space. I don't think you ever sort of win. You can't stop pushing back because the dynamic of the federal government agencies is to continually increase their size and scope. So you don't win. You can win a particular case.

You can set precedence that help. So it's a little bit of a Ciccithus rolling the rock up the hill sometimes. But what gives me hope and optimism is when I talk to people like Emily and Joseph and other entrepreneurs, they want to go do good enterprising things. They just want to have sort of the regulatory underbrush cleared out of the way to get them the freedom to do it. And their optimism makes me optimistic as well. I had one more follow-up question to that. You alluded to it earlier. Is this one of those moments in time where you really can shift what has been going on out there?

I mean, I know the leadership at the SEC believe in free markets. I mean, some very strong people for sure, great people. Do you think this is one of those unique moments when the tide can turn? I do. One of our advisory board members is now a senior advisor to the SEC chair. So I think, yes, the right people are running. the agency to make a change. But I am a litigator at heart. It comes and goes. Precedents, particularly the Supreme Court precedents, there's an SEC case in front of the Supreme Court right now.

It's going to be argued in the month. Those, from my perspective, have a longer lasting impact. They're also not forever. Those get chipped away and watered down as decades go on. So I do think that Given the current makeup, the issues that we're facing, the current people at the SEC, I do think we're at a good inflection point where some real progress can be made. Fantastic. Very hopeful. Nick Morgan, thanks so much for spending some time with us today. And thanks for taking this plunge into the world of public interest law.

You're making a difference in your helping lives like Joseph, like Emily, and I'm sure many others. Thanks so much. Thanks for having me on. It's great to talk to you, Rick. And as always, thanks to all of you for joining us on this episode. episode of Voices of Freedom. Join us on Apple Podcasts, Spotify, or wherever you get your podcasts for our next conversation

on issues impacting our freedom and America's foundational principles. And make sure to subscribe so you don't miss an episode. I'm Rick Graber, and this is a Bradley Foundation podcast.