Thomas Gorman

Thomas Gorman

Dorsey & Whitney LLP

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This Week In Securities Litigation

The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more

8/28/2015 - Appeals Charles Schwab Conflict Mineral Rules Disclosure Requirements Dodd-Frank EB-5 Enforcement Actions Extraterritoriality Rules False Statements FINRA First Amendment Fraud Insider Trading Investment Adviser Misappropriation NAM NAM v SEC Net Capital Rule Offering Fraud SEC

SEC Files Another Fraud Action Based on EB-5 Program

The EB-5 program is supposed to provide a path to a permanent green card. The program was designed to create that path for foreign national who invest specified sums in the U.S. that create jobs – a win win for everyone....more

8/27/2015 - Construction Project EB-5 Enforcement Actions Foreign Nationals Fraud Green Cards Popular Real Estate Development Real Estate Investments SEC Securities Fraud USCIS

SEC, DOJ Charge Investment Bank Analyst With Insider Trading

The SEC and the Department of Justice announced insider trading charges against a former investment banker and his long time friend centered on two deals. The SEC’s complaint also named a third person alleged to have been a...more

8/26/2015 - Breach of Duty DOJ Enforcement Actions Illegal Tipping Insider Trading Investment Adviser Investment Banks JPMorgan Chase SEC

SEC’s Conflict Mineral Rule Disclosure Requirement Unconstitutional Again

The SEC’s conflict mineral disclosure rule, enacted under Dodd-Frank, is a continuing source of controversy. An initial challenge to the rules was brought by the National Association of Manufactures. That challenge was...more

8/25/2015 - American Meat Institute Commercial Speech Conflict Mineral Rules Disclosure Requirements Dodd-Frank First Amendment NAM NAM v SEC SEC

Sixth Circuit Concludes Morrison Does Not Apply To Advisers Act

In Morrison v. National Australia Bank, Ltd., 561 U.S. 247 (2010) the Supreme Court held that the reach of Exchange Act Section 10(b) is the water’s edge of the United States. Specifically, the court held that the Section...more

8/24/2015 - Bermuda Fraud Hedge Funds Investment Adviser Investment Advisers Act of 1940 Morrison v National Australia Bank RICO SCOTUS Section 10(b) Securities Exchange Act Wire Fraud

This Week In Securities Litigation (Week ending August 21, 2015)

The Commission filed a settled FCPA action this week centered on hiring relatives of foreign officials tied to a sovereign wealth fund. In addition, the agency filed two actions involving Citigroup – one based on the market...more

8/21/2015 - Administrative Hearings Asset Management Audits Bank of New York Mellon Broker-Dealer China Citigroup Enforcement Actions Exports False Statements FCPA Foreign Official Futures Injunctions Investment Adviser PCAOB Public Offerings Related Parties SEC Securities Fraud Sovereign Wealth Funds

SEC- BNY Mellon Settle FCPA Charges Tied To Hiring Relatives of Officials

The SEC has been investigating sovereign wealth funds and issues relating to the hiring of friends and family of foreign officials for some time. Now it has filed a settled action centered on both of those issues which...more

8/19/2015 - Asset Management Banking Sector BNY Mellon Cease and Desist Orders Civil Monetary Penalty Code of Conduct Disgorgement Enforcement Actions FCPA Financial Institutions Foreign Official Internships Popular SEC Sovereign Wealth Funds

SEC Files Another Settled Market Crisis Case

The market crisis may have ended years ago, but not the SEC’s supply of cases from that time period. The agency filed a settled action in which those soliciting sophisticated investors misrepresented the risks of two funds,...more

8/18/2015 - Cease and Desist Orders Citigroup Disgorgement Enforcement Actions Investment Funds Investment Management Margin Calls Misrepresentation Pre-Judgment Interest SEC

SEC, FINRA, DC Sanction Success Trade

A recurrent theme in today’s enforcement environment is parallel and often overlapping proceedings. That is the case with a District of Columbia based broker that drew sanctions from the SEC, FINRA and DC. In the Matter of...more

8/17/2015 - Broker-Dealer Cease and Desist Civil Monetary Penalty Department of Insurance Enforcement Actions FINRA Misrepresentation Promissory Notes Restitution Sanctions SEC Securities Act of 1933 Securities Exchange Act

This Week In Securities Litigation (Week ending August 14, 2015)

A second insider trading action was brought by the Commission against a senior banking official based on the same take-over for which he was previously charged — but a different securities trading account is at the center of...more

8/14/2015 - Administrative Hearings Banking Sector BHP Billiton Confidential Information Conflicts of Interest Criminal Conspiracy Criminal Prosecution Enforcement Actions FCPA Financial Conduct Authority FINRA Insider Trading Investment Funds Municipal Advisers Municipal Bonds Obstruction of Justice Offering Fraud Popular Regulation SHO SEC UK Underwriting

SEC Charges Another Dark Pool

Dark pools are one of the issues which have been debated at least since Michael Lewis published Flash Boys and Scott Patterson put out Dark Pools. To date the SEC has brought two actions involving the trading venues. One was...more

8/13/2015 - Algorithmic Trading Alternative Trading Systems Broker-Dealer Civil Monetary Penalty Confidential Information Dark Pool Enforcement Actions Prejudgment Interest Proprietary Information Proprietary Trading SEC Securities Act of 1933

SEC, Insider Trading and Cyber Security: An International Hacking—Insider Trading Ring

Cyber security is a key focus for virtually everyone these days. The SEC, for example, has been issuing releases discussing disclosure requirements and offering guidance for a number of years. Prominent issuers have reported...more

8/12/2015 - Criminal Prosecution Cybersecurity Data Breach Enforcement Actions Hackers Insider Trading Popular Press Releases Russia SEC Traditional News Ukraine

SEC Fines Adviser $20 Million Based on Conflicts

Failure to disclose conflicts of interest and/or to comply with firm procedures are the predicates for a series of SEC enforcement actions involving regulated entities. The most recent example of these trends is an action...more

8/11/2015 - Books & Records Conflicts of Interest Enforcement Actions Ethics Fiduciary Duty Financial Services Industry Investment Adviser Management Fees Promissory Notes SEC

SEC ALJ: No Sanction For Compliance Official Who Violated Statute

Amid all the concern regarding the selection by the SEC of an administrative rather than a district court forum for brining agency enforcement action comes a decision which has the potential to change the tenor of the debate,...more

8/10/2015 - Acquisitions ALJ Chief Compliance Officers Enforcement Actions Illegal Tipping Insider Trading Material Nonpublic Information SEC Wells Fargo

This Week In Securities Litigation

The SEC issued its final Dodd-Frank pay ratio rules this week by a 3-2 vote. It also issued its final registration rules for Security-Based Swap Dealers and Major Security-Based swap participants. More questions were...more

8/7/2015 - ALJ Australia CFTC Class Action Custody Rule Enforcement Actions False Statements Final Rules Fraud Investment Fraud Pay Ratio Preliminary Injunctions SEC Securities Fraud Swap Dealers

Last Madoff Employee Sentenced to Prison

The former Controller at Bernard L. Madoff Investment Securities LLC was sentenced following the entry of guilty pleas in 2012. He is the last of the Madoff employees to be sentenced to prison. U.S. v. O’Hara, Case No....more

8/6/2015 - Bernie Madoff Criminal Conspiracy Criminal Prosecution Securities Securities Fraud

SEC Commissioner Gallagher On Dodd-Frank and Staff Divisions

SEC Commissioner Daniel Gallagher provided something of a score card for activities over the past five years he has served on the agency prior to his impending departure. To the surprise of few he panned the Dodd-Frank and...more

8/5/2015 - Capital Markets Dodd-Frank Enforcement FSOC Information Reports Investment Management SEC

Securities Class Act Filings Stable For First Half of 2015

The number of securities class actions filed in the first half of 2015 is essentially flat compared to historical averages, according to a new report by Cornerstone Research titled Securities Class Action Filings, 2015...more

8/4/2015 - Class Action Foreign Issuers Securities Securities Litigation

Dirks, Newman, Tippees And The Government’s Cert Petition

The Government filed its long awaited Petition for a Writ of Certiorari with the Supreme Court in the Newman insider trading case. The Petition presents three key issues which were generally presaged in the request for...more

8/3/2015 - Criminal Prosecution Dell Hedge Funds Illegal Tipping Insider Trading Investment Adviser Material Nonpublic Information Nvidia Personal Benefit Petition for Writ of Certiorari SEC US v Newman

This Week In Securities Litigation

The Government requested that the Supreme Court overturn U.S. v. Newman, the Second Circuit’s decision on tipping and the personal benefit test. Previously, the Second Circuit had declined a request to either rehear the case...more

7/31/2015 - Australia Australian Securities and Investments Commission Brokers Criminal Prosecution Enforcement Actions FCPA FINRA Hong Kong Insider Trading Misrepresentation Offering Fraud Petition for Writ of Certiorari SEC Securities Fraud US v Newman

SEC Settles Unregistered Broker Charges Tied To Offering Fraud

The SEC entered into partial settlements with three persons charged with acting as brokers without registering. The charges were tied to an offering fraud which centered on selling interests in a firm that claimed to be...more

7/30/2015 - Brokers Cease and Desist Orders Commodities Disgorgement Enforcement Actions Offering Fraud Prejudgment Interest Registration Requirement SEC

SEC Settles FCPA Charges Tied to Payments to Health Care Professionals

The SEC filed another settled action in which payments to health care professionals at state owned entities in China were alleged to be violations of the Foreign Corrupt Practices Act. Although the company furnished extensive...more

7/29/2015 - Books & Records Cease and Desist Orders China Civil Monetary Penalty Disgorgement Distributors Enforcement Actions FCPA Food Manufacturers Health Care Providers Internal Controls Marketing Prejudgment Interest SEC

SFC Reports Hong Kong’s Growth As International Investment Hub

As the Chinese stock market continues to spiral down, news agencies continue to report on the efforts of the government to abate the crash. In contrast, the Securities and Futures Commission of Hong Kong is reporting another...more

7/28/2015 - Asset Management Banking Sector China Foreign Investment Fund Managers Hong Kong Securities and Futures Commission (HKSFC) Investment Funds REITS

SEC Sanctions Adviser For Not Fully Disclosing Fee Arrangements

The Commission has brought a series of cases focused on undisclosed conflicts of regulated entities. A number of those cases centered on undisclosed fee and compensation arrangements. In its most recent case the agency went...more

7/27/2015 - Cease and Desist Civil Monetary Penalty Disclosure Requirements Disgorgement Enforcement Actions Form ADV Investment Adviser Mutual Funds SEC

This Week In Securities Litigation

The SEC filed three actions following-up on its settled proceeding against Oppenheimer for selling millions of shares of unregistered penny stocks. Each individual settled with the agency. In addition, the Commission brought...more

7/24/2015 - Administrative Hearings Auditors Australia Bribery Broker-Dealer CFTC Construction Contracts Deferred Prosecution Agreements Enforcement Actions FCPA FOIA Hong Kong Oppenheimer & Co. PCAOB Penny Stocks Price Manipulation Pump and Dump Pyramid Schemes SEC Securities Fraud Tax Returns Whistleblowers

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