Thomas Gorman

Thomas Gorman

Dorsey & Whitney LLP

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This Week In Securities Litigation (Week ending April 17, 2014)

High speed trading continued to be a central focus in this shortened week with the markets closed on Friday. The New York Attorney General has reportedly issued subpoenas to three firms for information regarding their...more

4/17/2014 - DOJ FBI High Frequency Trading SEC Subpoenas

SEC Charges Adviser, Others In Fee Splitting Scheme

A registered investment adviser and its principals were named as Respondents in a proceeding that centers on allegations of undisclosed revenue sharing arrangements, conflict of interest, violations of the custody rule and...more

4/16/2014 - Conflicts of Interest Custody Rule Due Diligence Fee-Sharing Fraud Misrepresentation SEC

Circuit Court Largely Rejects Challenges To SEC Conflict Mineral Rules

The SEC largely prevailed in the D.C. Circuit Court of Appeals in a suit changing the Rules promulgated by the agency under Dodd-Frank regarding conflict minerals. National Association of Manufacturers v. SEC, No.. 13-5252...more

4/15/2014 - Conflict Mineral Rules Dodd-Frank Due Diligence First Amendment Issuers Manufacturers Mining SEC

The SEC’s Continuing Investigation Regarding Carter’s, Inc.

Carter’s Inc. is the SEC investigation that just keeps on producing cases. Recently former firm vice president Richard Posey settled insider trading charges with the Commission after pleading guilty to one count of conspiracy...more

4/14/2014 - Carter's Inc. Enforcement Investigations Non-Prosecution Agreements SEC

This Week In Securities Litigation (Week ending April 11, 2014)

Former hedge fund giant SAC Capital was sentenced this week. This concluded one of the most prominent insider trading cases. Under the terms of the sentence SAC Capital will no longer accept public funds....more

4/11/2014 - DOJ FCPA Hewlett-Packard Insider Trading SAC Capital SEC Securities Fraud Securities Litigation Whistleblower Awards

HP, Three Subsidiaries Pay $108 Million To Settle FCPA Charges

The Russian, Polish and Mexican subsidiaries of Hewlett-Packard Company resolved criminal FCPA charges with the Department of Justice while the parent corporation settled with the SEC. ZAO Hewlett-Packard A.O., or HP Russia,...more

4/10/2014 - Bribery Corruption FCPA Foreign Subsidiaries Fraud Hewlett-Packard Subsidiaries

SEC Files Settled Financial Fraud Actions

The SEC filed financial fraud actions against drug store giant CVS Caremark Corporation and its Retail Controller, Laird Daniels, CPA. CVS was charged with “intentional misconduct” based on alleged violations of Exchange Act...more

4/9/2014 - Asset Valuations CVS GAAP SEC Securities Securities Fraud

Fund Principal Partially Resolves Administrative Charges

A principal of an investment adviser partially settled a previously filed administrative proceeding which centers on claims that he and another Respondent improperly advised their clients to invest in off-shore funds without...more

4/8/2014 - Disclosure Enforcement Actions Fraud SEC

SEC Settles Spoofing, Unregistered Broker Charges

High speed trading and its impact on the markets is the topic de jour. Author Michael Lewis claims the markets are “rigged,” a statement which no doubt will help sell his latest book centered on high speed trading. Now the...more

4/7/2014 - Brokers Registration SEC Spoofing

This Week In Securities Litigation (Week ending April 4, 2014)

High speed trading and insider trading were key topics this week. Author Michael Lewis released a new book on high speed trading and, in an interview claimed the markets are “rigged.” The Commission focused on insider...more

4/4/2014 - Breach of Duty CFTC Class Action Enforcement FCPA Insider Trading Kickbacks PCAOB SEC SFO

FCPA: A Focus On Individuals

FCPA enforcement officials have repeatedly emphasized that they intend to focus on individuals as an effective means of halting possible violations. A case unsealed yesterday underscores this point. The action, based...more

4/3/2014 - Enforcement FCPA

Settlement Trends in Securities Class Actions

The future of securities class actions may hinge on the decision of the Supreme Court in Halliburton Co. V. Erica P. John Fund, Inc., No. 13-317 which is expected to be handed down by the end of the current term on June 30,...more

4/2/2014 - Class Action Rule 10b-5 Securities Litigation

Two SEC Insider Trading Cases Involving Spouses

The SEC filed two settled insider trading cases in which the husband is alleged to have misappropriated inside information from his wife. In each instance the husband understood he was not to trade. Yet in each case the...more

4/1/2014 - Insider Trading SEC

SEC Wins Freeze Order Over “Cloud Computing” Pyramid Scheme

The “cloud” is a current focus for investors. There is cloud computing, cloud storage and new firms with cloud services. And the Commission discovered a “cloud” investment program that promised a 100% return in 100 days and...more

3/31/2014 - Cloud Computing Fraud Pyramid Schemes SEC

Anti-Corruption Digest - March 2014

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. Anti-corruption enforcement crosses boundaries like no other, so keeping up to date is more important than ever. In this digest, we draw together news of...more

3/28/2014 - Anti-Corruption Chief Compliance Officers Compliance Corporate Counsel Corruption FCPA

This Week In Securities Litigation (Week ending March 28, 2014)

The New York Attorney General secured one of the most significant market crisis settlements to date this week. The former CEO of Bank of America agreed to a three year bar from serving as an officer or director of a public...more

3/28/2014 - Bank of America Bernie Madoff Personal Liability Ponzi Scheme Securities Litigation

BAC CEO Pays $10 Million Plus D&O Bar To Settle NYAG Market Crisis Case

Former Bank of America CEO Kenneth Lewis agreed to pay $10 million and to be barred from serving as an officer or director of a public company for three years to settle fraud charges brought by the New York Attorney General...more

3/27/2014 - Board of Directors Commercial Bankruptcy D&O Insurance Fraud Lehman Brothers Officers Personal Liability Professional Liability Securities Fraud Settlement

Gupta’s Efforts To Overturn Insider Trading Convictions Rejected

The Second Circuit Court of Appeals upheld the conviction of former Goldman Sachs director Rajat Gupta for illegal tipping. Mr. Gupta was convicted of conspiracy and three substantive counts of securities fraud, centered on...more

3/26/2014 - Goldman Sachs Insider Trading Securities Fraud

SEC Enforcement – Deterrence, Prevention or Both?

The Commission’s current enforcement approach was detailed by Chair Mary Jo White in a speech delivered to the Australian Securities Investment Commission. In remarks titled “Perspectives on Strengthening Enforcement,”...more

3/25/2014 - Enforcement SEC

FCPA Enforcement And Difficult Choices For Corporate Directors

Aggressive FCPA enforcement in recent years has presented corporate officials with difficult choices regarding compliance and cooperation. Crafting, implementing and maintaining an effective FCPA compliance system can be time...more

3/24/2014 - Board of Directors Corporate Counsel Enforcement FCPA Professional Liability

SEC – USAO Halt Serial Insider Trading Ring Despite Concealment Efforts

Trading repeatedly on inside information is likely to yield investigations by the SEC and the DOJ and charges by both even when steps are taken to carefully conceal your activity. That was the case for an insider trading ring...more

3/20/2014 - DOJ Fraud Insider Trading SEC

This Week In Securities Litigation (Week ending March 21, 2014)

The Commission improved its trial record this week, prevailing in a ten day jury trial centered on fraud in connection with the sale of mortgage backed securities that caused a $5 million loss to Ginnie Mae. The agency...more


The SEC and Omnipresent Enforcement

A key part of the new “get tough” enforcement doctrine is omnipresence – that is, creating the impression that the SEC’s Division of Enforcement is everywhere all the time. This theory, a variation of the “cop on the beat”...more

3/19/2014 - Citigroup Enforcement Actions FINRA Regulation M Rule 105 SEC

Most M&A Deals Result In Litigation That Ends By Closing

M&A deals are a focus of the private securities litigation bar, according to a new report from Cornerstone Research. Specifically, 94% or more of M&A deals filed last year with a value of over $100 million resulted in private...more

3/18/2014 - Board of Directors Corporate Counsel Settlement

SEC, Would-be Hedge Fund Mogul Settle Bogus Takeover Offer Case

A would-be hedge fund mogul’s plan to acquire a NYSE company with little more than a wish and a shell company ended with an SEC consent fraud judgment and a fine. Before the saga concluded, however, the bogus offer sent the...more

3/17/2014 - Hedge Funds SEC settle

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