Michael S. Gordon

Michael S. Gordon

Katten Muchin Rosenman LLP

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Investment Management Firm Discloses Wells Notice Over Performance Claims

F-Squared Investments, Inc. (F-Squared), a registered investment manager that provides portfolios of exchange-traded funds (ETFs), recently disclosed that it received a Wells notice from the Securities and Exchange Commission...more

9/17/2014 - Enforcement Enforcement Actions ETFs Exchange-Traded Products SEC Wells Notice

Eighth Circuit Clarifies False Claims Act Pleading Standards for Whistleblowers

The United States Court of Appeals for the Eighth Circuit recently held that whistleblowers may satisfy the False Claims Act’s (FCA) heightened pleading standards without providing representative examples of false claims,...more

9/17/2014 - Corporate Counsel Popular

Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in...more

9/15/2014 - AIFM AIFMD Banks Bitcoins CBOE CFPB CFTC Commodity Pool Compliance CPO Cross-Border Exclusive Jurisdiction False Claims Act FINRA Forum ISDA JOBS Act Jurisdiction OTC Regulation M Regulation Z SEC Security-Based Swaps Swap Dealers Swaps UK

SEC Brings Fraud Charges Against Oil and Gas Company and Its CEO

On August 4, the Securities and Exchange Commission instituted cease-and-desist proceedings against Houston American Energy Corp., an oil and gas exploration and production company, and John F. Terwilliger, its CEO, for...more

8/12/2014 - Energy Energy Exploration Fraud Oil & Gas SEC

SEC Charges CEO and Former CFO With Violation of Sarbanes-Oxley

On July 30, the Securities and Exchange Commission charged computer equipment company QSGI Inc’s CEO, Marc Sherman, and former CFO, Edward L. Cummings, for misrepresenting to external auditors and the investing public the...more

8/12/2014 - Compliance Fraud Misrepresentation Sarbanes-Oxley SEC

Supreme Court Decides Halliburton Co. v. Erica P. John Fund, Inc.

On June 23, the Supreme Court in Halliburton Co. v. Erica P. John Fund, Inc. held that a securities class action defendant may introduce evidence at the class certification stage to rebut the presumption that an alleged...more

7/2/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Texas Supreme Court Denies Minority Shareholder’s Oppression Claims

On June 20, the Texas Supreme Court ruled that courts are not authorized to order closely held corporations to buy out a minority shareholder’s interests under state law, and that no common-law cause of action exists for...more

7/2/2014 - Family Businesses Minority Shareholders Sale of Assets Shareholder Litigation Shareholders

Corporate and Financial Weekly Digest - Volume IX, Issue 26

In this issue: - Delaware Fee-Shifting Legislation Delayed - SEC Orders Securities Exchanges and FINRA to Develop Tick Size Pilot Plan - CFTC Extends Relief to FCMs from Certain Commingling...more

6/30/2014 - CFTC FCMs Fee-Shifting Statutes FINRA Fraud-on-the-Market Halliburton v Erica P. John Fund NFA No-Action Letters SCOTUS SEC Securities Securities Fraud Shareholder Litigation Shareholders Swap Dealers Swaps

SEC Alleges Fraud from Unregistered Offerings of Oil and Gas Securities

On May 12, the Securities and Exchange Commission brought a lawsuit in the US District Court for the Northern District of Texas, alleging that between September 2010 and January 2012, Charles Couch, directly and through his...more

5/29/2014 - Enforcement Enforcement Actions Oil & Gas SEC

SEC Brings Lawsuit Against Unregistered Broker Dealer

On May 15, the Securities and Exchange Commission filed a complaint against Behrooz Sarafraz in California federal court, alleging Sarafraz violated federal securities laws by acting as an unregistered broker dealer. ...more

5/29/2014 - Broker-Dealer Civil Monetary Penalty Disgorgement Enforcement SEC Securities Exchange Act

Corporate and Financial Weekly Digest - Volume IX, Issue 21

In this issue: - CME Delays Prohibition on Transitory EFRPs - JAC Issues Guidance on Margin Funds - CFTC Hands Out First Whistleblower Award - NFA Adopts Fee for Registration...more

5/27/2014 - Broker-Dealer CFTC CME Compliance Disclosure Requirements Energy Enforcement Actions Fees Financial Regulatory Reform Margin Requirements NFA Non-Disclosure Agreement Oil & Gas SEC Whistleblower Awards Whistleblower Protection Policies Whistleblowers

Fourth Circuit Declines to Extend Janus to Criminal Cases

A three-judge panel of the US Court of Appeals for the Fourth Circuit recently affirmed the dismissal of a lawyer’s habeas petition, finding that Janus Capital Group Inc. v. First Derivative Traders, a US Supreme Court case...more

5/21/2014 - Criminal Prosecution Dismissals False Statements Habeas Corpus Investment Adviser Janus Capital Group Securities Fraud

Corporate and Financial Weekly Digest - Volume IX, Issue 20

In this issue: - Delaware Supreme Court Upholds Fee-Shifting Bylaw - FINRA Proposes Changes to FINRA Rules 7410 and 2121 - CFTC Staff Announces Streamlined No-Action Relief Process for Certain...more

5/19/2014 - CFTC Commodity Pool CPO Criminal Prosecution Fee-Shifting Statutes FINRA Fraud White Collar Crimes

SEC Brings Lawsuit Against Former Carter’s Executive for Insider Trading and Tipping

On March 7, the Securities and Exchange Commission filed a complaint in the US District Court for the Northern District of Georgia against Richard Posey, former vice president of Operations of children’s clothing manufacturer...more

3/20/2014 - Enforcement Actions Illegal Tipping Insider Trading SEC

SEC Prevails in Lawsuit Involving $50 Million Ponzi Scheme

On March 6, the US District Court for the Eastern District of Michigan ordered the former leaders of an investment group to pay more than $8 million in disgorgement and fines for their role in running a $50 million real...more

3/20/2014 - Enforcement Actions Ponzi Scheme SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 11

In this issue: - NASDAQ Launches Marketplace for Private Companies - SEC Proposes Rules to Enhance Oversight of Clearing Agencies - FINRA Proposes to Amend Rules 2210 and 2214 - CME Group Exchanges...more

3/17/2014 - Audits CFTC Clearing Agencies CME FINRA Nasdaq Ponzi Scheme Risk Management SEC Transfers

New York Federal Court Dismisses Derivative Suit Against Sons of Norway Executives

On February 6, the US Court for the Eastern District of New York dismissed a derivative suit against the CEO, general counsel and former international president of Sons of Norway, a fraternal organization. Former members of a...more

2/20/2014 - Breach of Duty Defamation Derivative Suit Fiduciary Duty Intentional Infliction of Emotional Distress

SEC Files Insider Trading Action Despite Unknown Tipper

On February 6, the Securities and Exchange Commission filed insider trading charges against Hao He a/k/a Jimmy He in federal district court in Atlanta, Georgia. The SEC alleged that He obtained material, nonpublic information...more

2/20/2014 - China Enforcement Actions Illegal Tipping Insider Trading SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 7

In this issue: - CFTC Exempts MTFs from US Registration Requirements - CFTC Guidance Relating to Trading on SEFs and DCMs - NFA Issues Notice to Members Regarding Member Obligations Under NFA Bylaw 1101...more

2/17/2014 - CFTC Commodity Futures Contracts Derivative Suit Insider Trading MTFs NFA SEC SEFs

SEC Obtains $5.6 Million Judgment Against Stockbroker for Insider Trading of Burger King Stock

Earlier this month, the US District Court for the Southern District of New York entered a $5.6 million judgment in favor of the Securities and Exchange Commission against Waldyr Da Silva Prado Neto (Prado), a Brazilian...more

1/29/2014 - Brokers Burger King Insider Trading SEC Stocks

Delaware Court Rules in Favor of Former LLC Member in LLC’s Competition Claim

Last week, the Delaware Court of Chancery ruled that because a limited liability company (LLC) agreement did not contain a provision precluding or restricting competition, i.e., a non-compete provision, a former member did...more

1/29/2014 - Competition LLC Non-Compete Agreements Restrictive Covenants

Corporate and Financial Weekly Digest - Volume IX, Issue 4

In this issue: - ISS Updating QuickScore Methodology and Opening Data Validation Period - First MAT Determinations Are Deemed Certified - CFTC Interdivisional Working Group to Review Swap...more

1/27/2014 - Burger King CFTC Electronic Trading FFIEC Insider Trading ISS LLC NFA SEC Swaps

Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan

On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more

11/27/2013 - Board of Directors Corporate Governance Corporate Officers Derivative Suit Duty of Care Duty of Loyalty Fiduciary Duty Incentive Stock Options Proxy Statements Shareholders Stock Options

Federal Judge Reaffirms Decision to Narrow SEC’s Adviser Act Claims Against Hedge Fund

Last week, a Georgia federal judge reaffirmed a decision to narrow two claims in a civil enforcement action accusing two hedge fund managers and their firms of defrauding investors. Paul T. Mannion Jr. and Andrew S. Reckles...more

11/26/2013 - Compliance Enforcement Actions Hedge Funds Investment Advisers Act of 1940 SEC

SEC Scores in Accounting Fraud Suit Against BankAtlantic Corp. and Former CEO

On October 10, a Florida federal judge granted the Securities and Exchange Commission’s motions for partial summary judgment against BankAtlantic (now BBX Capital Corp.) and its former CEO and chairman Alan Levan, finding...more

10/23/2013 - Accounting Fraud Compliance Enforcement Actions Fraud SEC Securities Exchange Act

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