Thomas Gorman

Thomas Gorman

Dorsey & Whitney LLP

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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 Chiquita Construction Contracts Deferred Prosecution Agreements Enforcement Actions FCPA FOIA Hong Kong Microcap Stocks Oppenheimer & Co. PCAOB Penny Stocks Price Manipulation Pump and Dump Pyramid Schemes SEC Securities Fraud Tax Returns Whistleblowers

SEC Charges Three For Six Microcap Fraud Manipulations

Microcap fraud has been a priority of SEC Enforcement since at least the formation of the Microcap Task Force about two years ago. The Commission has brought a series of cases focused largely on pump-and-dump schemes....more

7/23/2015 - Criminal Prosecution Enforcement Actions Fraud Microcap Stocks Pump and Dump SEC Securities Act of 1933 Securities Exchange Act Securities Fraud

Cooperation, the SEC and FOIA

A critical part of cooperating with an SEC or DOJ investigation for FCPA or other possible violations is the production of documents. In order for the company to assess what happened it must conduct an internal investigation...more

7/22/2015 - Books & Records Business Privilege Chiquita Confidential Information Cooperation Discovery Document Productions DOJ Eli Lilly Exemptions FCPA FOIA Foreign Official Government Investigations Independent Boards Internal Investigations Prescription Drugs SEC Self-Evaluations

What Message Is Being Sent to CCOs By SEC Commissioners?

The role of the chief compliance officer is the talk of the Securities and Exchange Commission these days – or at least some of its Commissioners. Those who are speaking for the record agree that the role of the CCO is...more

7/21/2015 - BlackRock Chief Compliance Officers Enforcement Actions Mary Jo White Professional Liability Rule 206(4)-7 SEC

DOJ–Louis Berger, Two Executives Resolve FCPA Charges

The DOJ resolved another FCPA action with the company entering into a deferred prosecution agreement, paying a criminal fine and agreeing to the imposition of a monitor after self reporting and cooperating. Two of the firm’s...more

7/20/2015 - Bribery Chief Compliance Officers Construction Industry Corporate Officers Criminal Conspiracy Criminal Prosecution Deferred Prosecution Agreements DOJ FCPA Foreign Official Indonesia

This Week In Securities Litigation

The U.S. Chamber of Commerce published a report containing a series of recommendations regarding the SEC’s Enforcement program. Several recommendations focused on the use of administrative proceedings, including one which...more

7/17/2015 - Administrative Hearings Australia Chamber of Commerce Cooperation Enforcement Actions Hong Kong Insider Trading Investment Funds Mary Jo White Misrepresentation SEC Securities Securities Fraud Wells Notice

The U.S. Chamber On SEC Enforcement

The U.S. Chamber of Commerce published a report regarding the enforcement practices of the SEC titled “Examining U.S. Securities and Exchange Commission Enforcement: Recommendations on Current Processes and Practices, July...more

7/16/2015 - Administrative Hearings Broken Windows Chamber of Commerce Enforcement Information Reports Policies and Procedures SEC Transparency Wells Notice

SEC Files Microcap Fraud Action Charging Thirty-Four Defendants

Microcap fraud has been a priority for SEC Enforcement at least since the creation of the Microcap Fraud Task Force two years ago. The cases typically focus on market manipulation claims of shell companies and pump-and–dump...more

7/15/2015 - Enforcement Actions False Statements Market Manipulation Moneyline Offering Statements Pump and Dump SEC Securities Securities Fraud Shell Corporations Unregistered Securities

An Example of Cooperation Credit From The SEC

DOJ and SEC officials repeatedly encourage cooperation. There are benefits for both sides. Cooperation can facilitate the Government’s investigation, providing a road to the scheme. Testimony can aid in obtaining a favorable...more

7/14/2015 - Cooperation Criminal Prosecution Disgorgement Enforcement Actions Forfeiture Government Investigations Insider Trading Permanent Injunctions Restitution SEC SiriusXM

Deadlines And SEC Enforcement: When 180 Days Is Not 180 Days

When does a 180 day deadline not mean that in 180 days time is up? Answer: When the SEC says so and the DC Circuit gives the conclusion Chevron deference. That is the holding of Montford and Company, Inc. v. SEC, No. 14-1126...more

7/13/2015 - Chevron Deference Dodd-Frank Enforcement Actions Form ADV Investment Adviser SEC Securities Exchange Act Statute of Limitations Wells Notice

This Week In Securities Litigation

The Ninth Circuit upheld a conviction for illegal tipping, following Dirks but raising doubt regarding its adherence to Newman in an opinion authored by Judge Rakoff, sitting by designation. The Commission filed settled...more

7/10/2015 - Auditors Clawbacks Deloitte EB-5 Enforcement Actions Federal Jurisdiction Goldman Sachs Illegal Tipping Insider Trading Investment Funds Judge Rakoff Raymond James SEC Securities Securities Exchange Act Securities Fraud US v Newman Wells Fargo

SEC Files Another Offering Fraud Case

Offering fraud has long been a staple of SEC enforcement. SEC v. Baldwin, Civil Action No. 2:15-cv-00458 (D. UT. Filed June 25, 2015) is one such action, centered on the acquisition of two defaulted loans, collateralized by...more

7/9/2015 - Collateralized Loan Obligations Default Enforcement Actions Fraud Letter of Intent Offerings Real Estate Investments SEC Securities Fraud

Judge Rakoff, Newman And Illegal Tipping

One of the questions regarding U.S. v. Newman, 773 F. 3d 438 (2nd Cir. 2014)(here) and its personal benefit test for illegal tipping is its application outside the Second Circuit. When applying Newman, Judge Rakoff has...more

7/8/2015 - Citigroup Illegal Tipping Insider Trading Investment Banks Personal Benefit SEC Securities Fraud US v Newman

SEC Files Offering Fraud Charges Based in Part on EB-5 Program

The EB-5 program, which promises a path to a permanent green card for those who can invest in this country and create jobs, has been involved in a number of SEC enforcement actions, most recently involving unregistered broker...more

7/7/2015 - Brokers EB-5 Foreign Investment Green Cards Oil & Gas Popular SEC Section 10(b) Securities Exchange Act Unregistered Brokers

SEC Files It's First Robocop Cherry Picking Action

When the SEC announced it financial fraud task force and a related data initiative to facilitate the identification of situations where the company “cooked the books,” many dubbed the data program “Robocop.” While the SEC may...more

7/3/2015 - Data Analytics Enforcement Actions Insider Trading Investment Adviser Popular SEC Securities Securities Fraud

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

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