Michael S. Gordon

Michael S. Gordon

Katten Muchin Rosenman LLP

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SEC Brings Complaint in $68 Million Affinity Fraud Scheme

On July 6, the Securities and Exchange Commission filed a complaint in connection with a $68 million affinity fraud scheme allegedly orchestrated by Bingqing Yang, through her wholly owned management companies, Luca...more

7/23/2015 - China Civil Monetary Penalty Disgorgement EB-5 Foreign Investment Misappropriation Oil & Gas Ponzi Scheme SEC Securities Securities Exchange Act Securities Fraud

SEC Settles With Stock Promoters in Medical Marijuana Stock Manipulation Scheme

On July 9, the Securities and Exchange Commission settled with two stock promoters accused of reaping $2.5 million in illicit profits by manipulating stocks of medical marijuana microcap companies. According to the proposed...more

7/23/2015 - Criminal Prosecution Disgorgement Enforcement Actions Medical Marijuana Penny Stocks Price Manipulation Pump and Dump SEC Securities Act of 1933 Securities Exchange Act Settlement

Corporate & Financial Weekly Digest - Volume X, Issue 27

In this issue: - Court of Appeals for Third Circuit Overturns District Court Ruling Regarding Exclusion of Shareholder Proposal From Proxy Statement - FINRA Updates Its Interpretation of the SEC's Financial...more

7/20/2015 - Carried Interest CFTC CPOs DSIO FINRA Forward Contracts Oil & Gas Price Manipulation SEC Securities Fraud Shareholder Proposals Shareholders UK

Seventh Circuit Holds Under Indiana Law, Company Was Allowed to Vote Its Own Shares

The United States Court of Appeals for the Seventh Circuit recently affirmed a district court decision holding that under Indiana law, an Indiana corporation could vote its own outstanding preferred shares. In 1999, Emmis...more

7/17/2015 - Dividends Going-Private Transactions Preferred Shares Repurchases Shareholder Litigation Shareholders Voting Rights

CFTC Sues Chinese Citizen Accused of Executing Fraudulent Money Pass Trades

The Commodity Futures Trading Commission recently sued Chinese citizen Yumin Li, for violations of the Commodity Exchange Act (CEA). The CFTC accused Ms. Li of fraudulently accessing her employer’s futures account to transfer...more

7/16/2015 - CFTC Civil Monetary Penalty CME Commodities Exchange Act Disgorgement Enforcement Actions Futures Securities Fraud

Corporate & Financial Weekly Digest - Volume X, Issue 26

In this issue: - SEC Seeks Comment on Possible Enhancement of Audit Committee Disclosures - SEC Proposes Rule Requiring Executive Compensation Clawbacks - FINRA Requests Comment on Revised Discretionary...more

7/13/2015 - Audit Committee CFTC Clawbacks Cross-Border Enforcement Actions ESMA FINRA Futures Greece Hong Kong Margin Requirements MiFID II SEC Swaps

Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure...more

6/12/2015 - Campaign Contributions Disclosure Requirements Dodd-Frank Elizabeth Warren Executive Compensation Mary Jo White Pay Ratio SEC WKSIs

Tenth Circuit Affirms Clawback From Unsuspecting Recipient of Funds Under Uniform Fraudulent Transfer Act

The US Court of Appeals for the Tenth Circuit recently upheld the grant of summary judgment for the receiver of a business that was alleged to have participated in a Ponzi scheme, finding that the clawback of funds was...more

6/12/2015 - Alter Ego Appeals CFTC Clawbacks Commodities Exchange Act Enforcement Actions Fraudulent Transfers Legal Fees Ponzi Scheme Standing Statute of Limitations Summary Judgment

Corporate & Financial Weekly Digest - Volume X, Issue 22

In This Issue: - SEC Staff Releases Analysis Related to Pay Ratio Disclosure Rules - States Challenge Blue Sky Preemption Under Regulation A+ - FINRA Proposes Revised BrokerCheck Hyperlink Rule -...more

6/8/2015 - Blue Sky Laws BrokerCheck Capital Markets CFTC Clawbacks Disclosure Requirements EU European Commission Executive Compensation Financial Conduct Authority FINRA Hedge Funds Investment Adviser National Futures Association NFA Preemption Public Comment Regulation A SEC Total Shareholder Return (TSR)

Delaware Court of Chancery Holds Forum Selection Clause Trumps Prior-Filed Action Doctrine

The Delaware Court of Chancery recently upheld a non-exclusive forum selection clause and denied a motion to dismiss despite a prior-filed action pending in a different state based on largely the same claims. In 2013,...more

5/7/2015 - Arbitration Forum Selection Clause Limited Liability Companies

Ninth Circuit Honors Canadian Business Law’s Exclusive Remedy Provision

The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a counterclaim for breach of fiduciary duty brought under Section 242 of the Alberta Business Corporations Act (ABCA), finding that only an Alberta...more

5/7/2015 - Appeals Breach of Duty Canada Corporations Code Counterclaims Exclusive Remedy

Corporate & Financial Weekly Digest - Volume X, Issue 17

In this issue: - SEC Proposes New Pay-for-Performance Rules - NASAA Launches a Streamlined Filing Process for Form D - CFTC Proposal Eases Trade Option Obligations for Non-SD/MSP Counterparties -...more

5/4/2015 - Canada CFTC Exclusive Remedy Executive Compensation Form D Filing Forum Selection Clause Major Swap Participants NASAA Pay-for-Performance SEC Swap Dealers

Software Company to Face Suit Over Contract Restructuring

The United States District Court for the Northern District of California sustained a securities fraud complaint alleging that the defendants, a software company and its executives, had defrauded investors by failing to...more

4/2/2015 - Advertising Failure to Report Online Advertisements Pharmaceutical Manufacturers Securities Securities Fraud Software Developers

Fourth Circuit Sustains Securities Fraud Claim Against Drug Manufacturer

On March 6, the US Court of Appeals for the Fourth Circuit found that the United States District Court for the Western District of North Carolina had erred in dismissing a class action lawsuit filed under Section 10(b) of the...more

4/2/2015 - Appeals Class Action FDA Material Nonpublic Information Scienter SEC Section 10(b) Securities Exchange Act

Corporate & Financial Weekly Digest - Volume X, Issue 12

In this issue: - SEC Adopts Final Rules for Regulation A+ Offerings - FINRA Issues Notice on New Rules and Amendments Relating to Transaction-Based Compensation, Membership and Sanctions - FINRA Issues...more

3/30/2015 - AIFMD Algorithmic Trading CFTC Final Rules FINRA New Guidance Pharmaceutical Manufacturers Regulation A Regulation SHO SEC Securities Fraud Supervision

CFOs Ordered to Return Bonus and Profits Due to False Financial Statements

The Securities and Exchange Commission recently ordered two former CFOs of Saba Software, Inc. to reimburse the company for stock-sale profits and bonuses accrued during the 12-month periods following its materially false and...more

2/25/2015 - CFOs False Statements Personal Liability SEC

SEC Argues in Second Circuit Amicus Brief That Dodd-Frank Protects Inside Whistleblowers

On February 6, the Securities Exchange Commission filed an amicus brief advising the United States Court of Appeals for the Second Circuit that the whistleblower protections of the Dodd-Frank Wall Street Reform and Consumer...more

2/25/2015 - Anti-Retaliation Provisions Dodd-Frank Internal Reporting Retaliation Rule 21F SEC Whistleblower Protection Policies Whistleblowers

Corporate and Financial Weekly Digest - Volume X, Issue 7

In this issue: - CFTC’s Energy and Environmental Markets Advisory Committee To Hold Meeting - CFTC Announces Members of Market Risk Advisory Committee - NFA Notifies SDs and MSPs of Annual Questionnaire...more

2/23/2015 - CFOs CFTC Derivatives Dodd-Frank ESMA EU Financial Conduct Authority Financial Statements Foreign Exchanges MiFID II Sarbanes-Oxley SEC Stock Sale Agreements UK Whistleblowers

Government Seeks Extended Prison Term in Securities Fraud Case

In a sentencing memorandum filed January 2, the United States Attorney’s Office in Washington asked the US District Court for the Western District of Washington to sentence Dickson Lee, the former chief executive of L&L...more

1/21/2015 - CEOs Criminal Prosecution Federal Sentencing Guidelines Securities Securities Fraud Sentencing

Delaware Court Rules That Beneficial Stockholder May Seek Appraisal in Its Own Name

On January 5, the Delaware Court of Chancery ruled that a beneficial stockholder has standing to bring an action for appraisal in its own name when the record stockholder’s actions have perfected the right of appraisal. The...more

1/21/2015 - Ancestry.com Appraisal Beneficial Owner Shareholders Standing

Corporate and Financial Weekly Digest - Volume X, Issue 2

In this issue: - New Law Aligns Clearing and Margin Exceptions for Swaps - CFTC Staff Extends No-Action Relief to Certain Reporting Counterparties Masking Identifying Information Pursuant to Non-US Law -...more

1/19/2015 - Appraisal CFTC Compliance EMIR Enforcement Actions ESMA European Commission Fixed Income Investments LiquidAlts MiFID No-Action Relief SEC SEC Examination Priorities Securities Securities Fraud Shareholders Swap Clearing Swaps Terrorism Insurance TRIA

Global Crowdfunding Site Consents to SEC Censure

Last week, the Securities and Exchange Commission censured Eureeca Capital SPC, an online, securities-based crowdfunding site incorporated in the Cayman Islands, for failing to implement procedures “reasonably designed” to...more

12/3/2014 - Crowdfunding Popular Public Offerings Sanctions SEC Securities

Investor Claims NetTALK Executives Took Control of Board

On November 5, Telestrata, LLC brought a derivative shareholder action and direct action against NetTALK.com, Inc., a publicly traded telecommunication company, and NetTALK’s directors and officers, alleging that the...more

12/3/2014 - Board of Directors Breach of Contract Breach of Duty Civil Conspiracy Controlling Stockholders Corporate Officers Debt Restructuring Derivative Suit Fraud Shareholder Litigation Stock Deals Waiting Periods

Corporate and Financial Weekly Digest - Volume IX, Issue 46

In this issue: - US Court of Appeals for the District of Columbia Circuit Grants Petition for Rehearing of Decision on Conflicts Minerals Rule - Register for Our 2015 Proxy Season Update Webinar - SEC...more

11/24/2014 - Amnesty International Appeals CFTC Conflict Mineral Rules Crowdfunding Disclosure Requirements EU European Commission False Claims Act FinCEN FINRA Fixed Income Investments Forward Contract Exclusion Forward Contracts MSRB Proxy Season Proxy Voting Guidelines SEC Swap Dealers

Investment Adviser Challenges Constitutionality of SEC Administrative Proceedings

A registered investment adviser and its principal recently sued the Securities and Exchange Commission for declaratory and injunctive relief to stave off an imminent administrative enforcement action, alleging that the tenure...more

10/23/2014 - Administrative Hearings ALJ Declaratory Relief Enforcement Actions Injunctive Relief Investment Adviser Investment Advisers Act of 1940 SEC

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