Thomas Gorman

Thomas Gorman

Dorsey & Whitney LLP

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Latest Publications


SEC Charges Another China Based Firm With Fraud

The key to China based Longwei Petroleum Investment Holding Limited’s business was its storage facilities for oil, gas, fuel oil and solvents, claimed to be the largest in the area. While the firm repeatedly made...more

6/28/2016 - China Delisting Enforcement Actions Fraud Misrepresentation SEC Securities Act of 1933 Securities Exchange Act Shareholders

SEC Charges Business Media Star With Fraud

The Frack Master was a media star with frequent appearances on CNBC, CNN International, Fox Business news, the BBC and a weekly radio talk show in Dallas, all discussing oil-and-gas topics. He marketed interests in oil and...more

6/28/2016 - Enforcement Actions Fraud Investors Misappropriation Oil & Gas SEC Securities Act of 1933 Securities Exchange Act

This Week In Securities Litigation

Merrill Lynch was at the center of actions brought by the SEC and FINRA this week. One action charged the firm with violations of the customer protection rule tied to using customer cash and failing to protect their...more

6/24/2016 - Books & Records CFTC Cherry Picking DOJ Enforcement Actions FCPA FINRA Insider Trading Internal Controls Merrill Lynch Misappropriation Municipal Bonds Non-Prosecution Agreements Russia SEC Securities Litigation Unregistered Brokers Unregistered Securities

SEC – Charter School CEO Settle Muni Bond Charges

The Commission resolved its second action arising out of undisclosed conflicts tied to a municipal bond offering used to fund construction for charter schools. SEC v. Rangel, Civil Action No. 1:16-cv-06391 (N.D. Ill. Filed...more

6/23/2016 - Charter Schools Conflicts of Interest Disclosure Requirements Enforcement Actions Municipal Bonds Municipal Securities Issuers SEC Securities Act of 1933

DOJ - SEC Resolve FCPA Actions – Consider Cooperation

A Massachusetts based medical imaging company resolved FCPA charges with the DOJ and the SEC stemming from actions taken by its Danish subsidiary and its CFO. The actions center on about 180 suspicious transactions in Russia...more

6/22/2016 - Cooperation Corporate Criminal Fines DOJ Enforcement Actions FCPA Internal Investigations Non-Prosecution Agreements SEC

Repeated, Small Insider Trades Draws SEC Sanctions

Repeated insider trading, no matter how small the amounts, is likely to be found by the SEC’s big data approach to surveillance. A former vice president of a retail chain learned this lesson the hard way. SEC v. Hammon, Civil...more

6/21/2016 - Big Data Disgorgement Enforcement Actions Insider Trading Penalties Permanent Injunctions Prejudgment Interest SEC Surveillance

D.C. Circuit Rejects Challenge to SEC Regulation A+

The Commission prevailed in the D.C. Circuit which rejected a challenge to Regulation A+. Petitioners, the chief security regulators for Massachusetts and Montana argued that the SEC’s rules were contrary to the Supreme...more

6/20/2016 - Chevron v NRDC Investor Protection JOBS Act Preemption Proposed Regulation Qualified Purchaser Registration Requirement Regulation A SEC

This Week In Securities Litigation

Insider trading was a key focus this week. Two actions were brought based on information secured from the FDA and CMS by former employees who were employed by and investment adviser. Another case centered on tips by a...more

6/17/2016 - Bank of New York (BNY) Mellon Bribery Conflicts of Interest EB-5 Regional Centers Enforcement Actions Financial Conduct Authority (FCA) Guilty Pleas Insider Trading Internal Controls Mining Money Laundering Obstruction of Justice Offering Fraud Proposed Regulation SEC Spoofing UK Unregistered Brokers Venezuela

USAO, SEC Charge Insider Trading Based on FDA/CMS Information

The Manhattan U.S. Attorney’s Office and the SEC continued their war on insider trading with additional actions against portfolio managers. In their most recent cases they allege that the two traders obtained inside...more

6/16/2016 - Insider Trading Investment Advisers Act of 1940 Portfolio Managers SEC Securities Exchange Act

SEC’s First Action Based On Dodd-Frank Muni Adviser Fraud Section

The SEC has been focusing on municipal bond offerings, filing a series of enforcement actions. An action brought this week is the first, however, based on the Dodd-Frank fraud section related to municipal advisers. The action...more

6/15/2016 - Cease and Desist Orders Confidential Information Conflicts of Interest Dodd-Frank MSRB Municipal Advisers School Districts SEC Securities Exchange Act

Whistleblowers: No Reasonable Belief of Violation, No Protection

The SEC has been touting the large cash awards it has been handing out to whistleblowers. The agency views whistleblowers as a key source of potential information about wrong-doing which can give them tips and facilitate...more

6/14/2016 - Objective Unreasonableness Standard Oracle Retaliation Sarbanes-Oxley SEC Securities Fraud Summary Judgment Termination Whistleblowers

SEC: Online Dating Site Leads to Engagement, Investments, Fraud

Online dating services are popular and continue to proliferate. A quick Google search yields lists of numerous sites. Typically they promise more matches and more marriages quickly — and with little effort. The sites do not...more

6/13/2016 - Asset Freeze Private Placements SEC Securities Act of 1933 Securities Exchange Act Unregistered Securities

This Week In Securities Litigation

The elements of an insider trading claim continued to be a key focus this week. The first circuit, following prior circuit precedent, held that a personal benefit based on a long term friendship and a steak dinner was...more

6/10/2016 - Akamai Technologies Australia CFTC China Data Security Declination DOJ Enforcement Actions European Securities and Markets Authority (ESMA) FCPA FINRA Fraud Indictments Insider Trading Mens Rea Morgan Stanley New Regulations Non-Prosecution Agreements Nortek Oppenheimer & Co. SEC Security-Based Swaps Self-Reporting UK Unregistered Securities

SEC Sanctions BD for Compliance Issues Tied to Data Security

Data security has long been a critical issue. Protecting confidential customer information is key for broker-dealers, investment advisers and other Wall Street participants. Cyber security is a related issue of at least equal...more

6/9/2016 - Broker-Dealer Cybersecurity Data Breach Data Security Insider Breach Investment Adviser Morgan Stanley Regulation S-P Safeguards Rule Sanctions SEC

DOJ Declines Prosecution in Two FCPA Cases, SEC Executes NPAs

The DOJ declined prosecution in two self-reported potential FCPA actions while the SEC entered into non-prosecution agreements with each issuer. One matter involved Akamai Technologies, Inc. while the other centered on...more

6/8/2016 - Akamai Technologies China Declination Disgorgement DOJ Enforcement Actions FCPA Federal Pilot Programs Non-Prosecution Agreements Nortek Popular SEC

When One Out of Three Equals Insider Trading Three Times

“Two out of Three Ain’t Bad" is the title of one of rock band Meatloaf’s most famous songs. For most of us two out of three is probably a pretty good result. In major league baseball, in contrast, one out of three for a...more

6/7/2016 - Acquisitions Criminal Prosecution Enforcement Actions Illegal Tipping Insider Trading Personal Benefit SEC Securities Exchange Act

When Steak and a Massage Equals Insider Trading

Is “wine, steak, and visits to a massage parlor” a quid pro quo personal benefit which, if received in conjunction the dissemination of material, non-public information, is sufficient to establish a breach of duty for illegal...more

6/6/2016 - Breach of Duty Dirks v SEC Illegal Tipping Indictments Insider Trading Material Nonpublic Information Mens Rea Misappropriation Motion to Dismiss Personal Benefit Quid Pro Quo US v Newman US v Salman

This Week In Securities Litigation

The Second Circuit rejected a challenge to the SEC’s venue selection decisions, concluding that the district court did not have jurisdiction to hear an issue regarding the Appointments Clause. This is the third circuit court...more

6/3/2016 - Administrative Proceedings Appointments Clause Declaratory Relief Disgorgement EB-5 Enforcement Actions Excessive Fees FINRA Hong Kong Hong Kong Securities and Futures Commission (HKSFC) Injunctive Relief Insider Trading Offering Fraud PCAOB Pump and Dump SEC Statute of Limitations Suspicious Activity Reports Unregistered Brokers Venue

Second Circuit Rejects Challenge to SEC Venue Decision

The second circuit joined the two other circuits which have rejected challenges to the SEC’s venue selection decisions, concluding that district courts do not have jurisdiction to hear the suits presenting the question while...more

6/2/2016 - Administrative Proceedings ALJ Appointments Clause Jurisdiction Motion to Dismiss SEC Venue

SEC Request For Declaratory Relief, Injunction Time Barred

In Gabelli v. SEC, 133 S.Ct. 1216 (2013) the Court cautioned against leaving “defendants exposed to Government enforcement action . . . for an additional uncertain period into the future” beyond the five year limitation...more

6/1/2016 - Cause of Action Accrual Cross Motions Declaratory Relief Disgorgement Dismissal With Prejudice Enforcement Actions Injunctive Relief Motion for Summary Judgment SEC Statute of Limitations Unregistered Securities

The U.S. Chamber And the Yates Memo On DOJ Cooperation

Earlier this month Deputy AG Sally Yates defended her controversial memorandum on cooperation in remarks made before the New York City Bar Association White Collar Conference. The memo to which her name is attached redefined...more

5/31/2016 - Attorney-Client Privilege Chamber of Commerce Cooperation Corporate Counsel Corporate Crimes Corporate Executives DOJ Fifth Amendment Individual Accountability Internal Investigations Sixth Amendment White Collar Crimes Yates Memorandum

This Week In Securities Litigation

In a holiday shortened week the Commission brought actions centered on: a transfer agent and one of its owners who conducted a fraudulent offering for another company and then sold unregistered shares into the market; a...more

5/26/2016 - De-Risking Enforcement Actions Financial Conduct Authority (FCA) FINRA Hong Kong Market Manipulation Material Misrepresentation Misrepresentation Offering Fraud Schedule 13D SEC Securities Act of 1933 Securities Exchange Act UK

SEC – A Computer and Twenty-Seven Minutes To Profit

The SEC’s latest stock manipulation case might be titled “How to make (almost) over $400,000 in just 27 minutes.” The key is to use Williams Act filings not to alert the market and issuer to a potential take-over but to fake...more

5/25/2016 - Asset Freeze EDGAR Market Manipulation Merger Agreements Pakistan Schedule 13D SEC Securities Act of 1933 Securities Exchange Act Takeovers Williams Act

The SEC, CCOs and Compliance Programs

Compliance programs, Chief Compliance Officers and liability have been the subject of a great deal of debate in recent months. Members of the Commission, for example, debated charging decisions regarding CCOs last year in...more

5/24/2016 - Chief Compliance Officers Code of Conduct Compliance Corporate Culture DOJ Due Diligence FCPA SEC Third-Party Tone At The Top Training

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