Thomas Gorman

Thomas Gorman

Dorsey & Whitney LLP

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Latest Publications


SEC Sanctions KKR Over Fee Allocations

The SEC filed its first action involving a private equity fund and broken deal expenses. By the time the Commission discovered the question the firm realized it did not have a disclosure policy, retained a consultant to study...more

7/1/2015 - Disclosure Requirements Disgorgement Fees Private Equity Funds Sanctions SEC

Former Qualcomm Executive Sentenced For Insider Trading

Jing Wang, a former Qualcomm Inc. Executive Vice President began by constructing a cover-up. Then he engaged in insider trading, using inside information taken from his employer. The scheme failed. Mr. Wang has been sentenced...more

6/29/2015 - Acquisitions C-Suite Executives Criminal Prosecution Insider Trading Money Laundering Obstruction of Justice Qualcomm Securities Securities Fraud

This Week In Securities Litigation

The SEC brought another custody rule action this week – against the outside auditors alleging that one examination was insufficient and the others incomplete thereby causing the client to violate the surprise audit...more

6/26/2015 - Auditors Australia Australian Securities and Investments Commission Brokers EB-5 Enforcement Enforcement Actions Investment Adviser Investment Fraud SEC Unregistered Brokers

SEC Files Another Suspicious Trading Case

Outsized trades continue to draw SEC scrutiny and enforcement actions – even where the agency does not have the evidence to fully plead a claim. Despite the difficulties of these so-called “suspicious” trading cases, in many...more

6/25/2015 - Buy-Out Agreements China Enforcement Actions Insider Trading Material Nonpublic Information Personal Benefit SEC

SEC Brings First Unregistered Broker Charges Based on EB-5 Program

The EB-5 program was designed to create a path to becoming a permanent residence in the U.S. for certain immigrants while facilitating job creation in the United States. Initiated in 1990, the program gives a foreign...more

6/24/2015 - EB-5 Enforcement Actions SEC Securities Exchange Act Unregistered Brokers

Firm Settles FCPA Claim With Non-Prosecution Agreement, VP Pleads Guilty

IAP Worldwide Services Inc., a Virginia based facilities management firm, entered into a non-prosecution agreement with the Department of Justice and agreed to pay a $7.1 million penalty to resolve FCPA charges. A vice...more

6/23/2015 - Anti-Bribery Anti-Corruption Bribery Compliance Corruption DOJ FCPA Guilty Pleas Internal Controls Kuwait Non-Prosecution Agreements

SEC Commissioner Gallagher: Guidance is Needed For IA CCOs

SEC Commissioner Daniel Gallagher published a statement explaining his dissent in two recent enforcement actions in which the Chief Compliance Officer of an investment adviser was charged, noting that the trend in such...more

6/22/2015 - BlackRock Chief Compliance Officers Enforcement Actions Fraud Investment Adviser Investment Advisers Act of 1940 Policies and Procedures SEC Strict Liability

This Week In Securities Litigation

The Commission chose to appeal the decision in Hill v. SEC in which the Court held that the manner in which SEC Administrative Law Judges are retained violates the Appointment Clause of the Constitution. While the Court...more

6/19/2015 - Appeals Appointments Clause Enforcement Actions Insider Trading Misappropriation Municipal Securities Market SEC Securities Litigation Security-Based Swaps

SEC Halts “Smart Contract” Exchange Built on Silicon Valley Start-Ups

Two entrepreneurs wanted to create a business that centered on valuing private start-up companies. They experimented with models that began with a variation of “fantasy sports,” changed to a contest and became a game. It...more

6/18/2015 - Algorithms Business Valuations Cease and Desist Orders Derivatives Dodd-Frank Enforcement Actions Penalties SEC Security-Based Swaps Silicon Valley

SEC Charges Advisory Firm to Sports Figures and Officers With Fraud

The SEC filed two actions centered on an advisory firm that serves on high net worth individuals, primarily current and former professional athletes. The actions are based on the theft of client funds and a failure to...more

6/18/2015 - Enforcement Actions Financial Adviser Investment Adviser Misappropriation SEC

SEC Files Settled Insider Trading Case As Administrative Proceeding

One question in the wake of the Second Circuit’s decision in Newman regarding the personal benefit test for illegal tipping has been how the SEC would respond to a decision the U.S. Attorney told the Court would significantly...more

6/16/2015 - Acquisition Agreements Apple Cease and Desist Orders Enforcement Actions Illegal Tipping Insider Trading Personal Benefit SEC Securities Exchange Act Settlement Target Company

SEC Settles Another Insider Trading Case Tied To Brocade Deal

The acquisition of Foundry Networks, Inc., a networking hardware company, by Brocade Communications System, Inc., a technology company specializing in data and storage networking products, announced on July 21, 2008, has...more

6/15/2015 - C-Suite Executives Civil Monetary Penalty Criminal Conspiracy Criminal Prosecution Disgorgement Enforcement Actions Injunctions Insider Trading Prejudgment Interest SEC Securities Securities Fraud

SEC, USAO File Parallel Insider Trading Charges

The SEC brought an insider trading case against a senior corporate official and a chain of tippes that starts with his brother-in-law broker who then tipped his friend, another broker. Others, not named as defendants, were...more

6/11/2015 - C-Suite Executives Enforcement Actions Illegal Tipping Insider Trading Material Nonpublic Information SEC Securities Exchange Act

SEC Insider Trading Case Brought As Administrative Proceeding Enjoined

The SEC’s shift to administrative proceedings in recent months has spawned a series of suits against the agency challenging its forum selection authority. The suits have generally met with little success. Nevertheless,...more

6/10/2015 - Administrative Authority Administrative Procedure Act ALJ Appointments Clause Article I Article II Delegation Doctrine Exclusive Jurisdiction Forum Selection Insider Trading Preliminary Injunctions SEC Seventh Amendment

Another SEC Insider Trading Case: Does it Comply With Newman?

The SEC continues to bolster its allegations regarding the relationships between tipper and tippee in insider trading cases as well as the knowledge of the tippee. Whether those allegations will be sufficient to meet the...more

6/9/2015 - Disgorgement Enforcement Actions Fifth Amendment Insider Trading Internal Investigations Penalties Permanent Injunctions Right to Remain Silent Rule 10(b) SEC tipp Tippees US v Newman

SEC Files Financial Fraud Actions, Mired In Controversy

In the wake of the market crisis and the formation of a task force, the SEC has sought to focus in part on financial fraud actions. The action filed at the close of last week against Computer Sciences Corporation and seven of...more

6/8/2015 - Cease and Desist Orders Federal Contractors Fraud Material Misstatements Medical Records SEC Securities Exchange Act Technology Contracts

This Week In Securities Litigation

This week Senator Elizabeth Warren forwarded a 13 page letter to SEC Chair White regarding her performance in office. The letter highlighted what it calls a “significant gap” between the promises of Ms. White at the time she...more

6/6/2015 - CFTC Dodd-Frank Fraud Hong Kong Insider Trading Investment Funds Market Manipulation Mary Jo White Misappropriation Misrepresentation Offering Fraud SEC Serious Fraud Office UK

The Impact of Newman on SEC Enforcement: Part V

This is the fifth and concluding segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Analysis - The impact of Newman on the SEC and the DOJ may...more

6/4/2015 - DOJ Enforcement Actions Insider Trading SEC US v Newman

The Impact of Newman on SEC Enforcement: Part IV

This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings...more

6/3/2015 - Administrative Hearings Enforcement Actions Illegal Tipping Insider Trading Material Nonpublic Information Misappropriation Personal Benefit SCOTUS SEC Securities Exchange Act Tender Offers US v Newman

The Impact of Newman on SEC Enforcement: Part III

This is the third segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions - In the wake of Newman the SEC has three...more

6/2/2015 - Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit SEC Section 10(b) Securities Exchange Act US v Newman

The Impact of Newman on SEC Enforcement: Part II

This is the second segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. The Immediate Impact of Newman - The most immediate impact of Newman is...more

6/1/2015 - Criminal Prosecution Enforcement Actions Insider Trading SEC Section 10(b) Tippees US v Newman

The Impact of Newman on SEC Enforcement: Part I

This is the first segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Introduction - In seeking rehearing and an en banc hearing before the...more

5/29/2015 - Acquittals Criminal Prosecution Fiduciary Duty Insider Trading Personal Benefit Portfolio Managers SEC Securities Tippees US v Newman

Another SEC FCPA Action Tied to Hospitality

Hospitality and effective compliance procedures are often critical issues when dealing with government officials. Those two issues came into sharp focus in the SEC’s latest FCPA case. In the Matter of BHP Billiton Ltd., Adm....more

5/28/2015 - Compliance FCPA Government Officials Hospitality Industry Olympics Penalties SEC Securities Exchange Act

No Investor Harm, No Ill-gotten Gains But SEC Fines Insurer $8 Million

Last week the Commission resolved a proceeding involving a life insurance company centered on the pricing of its variable annuity and variable life insurance products. Specifically, the Order alleged violations of Rule 22c-1...more

5/20/2015 - Enforcement Actions Life Insurance Nationwide Insurance Co. SEC Variable Annuities

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