SEC Enforcement

October 31, 2014

The SEC announced securities fraud charges against New York businessman Gregory Rorke and his software company Navagate Inc. for making false statements to investors while raising more than $3M to fund operations.  According to the government, Rorke falsely told investors that he possessed millions of dollars in liquid assets to personally guarantee their purchase of promissory notes issued by Navagate Inc.  However, virtually all of the liquid assets and real estate he claimed as his own actually belonged solely to his wife who did not pledge any of her assets in connection with the securities offering and had no obligation to make good on Rorke’s personal guarantee.  Ultimately, Navagate defaulted on the notes and Rorke did not adhere to his promise to pay investors under his personal guarantee.  SEC

October 29, 2014

The SEC announced charges against investment advisory firm Sands Brothers Asset Management LLC and three top officials for violating the “custody rule” that requires firms to follow certain procedures when they control or have access to client money or securities.  Specifically, the government alleges Sands Brothers has been repeatedly late in providing investors with audited financial statements of its private funds, and the firm’s co-founders Steven Sands and Martin Sands along with chief compliance officer and chief operating officer Christopher Kelly were responsible for the firm’s failures to comply with the custody rule.  SEC

October 27, 2014

Texas-based global water management, construction, and drilling company Layne Christensen Company agreed to pay more than $5M to settle charges it violated the Foreign Corrupt Practices Act (FCPA) by making improper payments to foreign officials in several African countries in order to obtain beneficial treatment and reduce its tax liability.  SEC

October 16, 2014

New York City-based high frequency trading firm Athena Capital Research agreed to pay $1M to settle charges it placed a large number of aggressive, rapid-fire trades in the final two seconds of almost every trading day during a six-month period to manipulate the closing prices of thousands of NASDAQ-listed stocks.  This marks the first high frequency trading manipulation case.  According to the government, Athena Capital used an algorithm that was code-named Gravy to engage in a practice known as “marking the close” in which stocks are bought or sold near the close of trading to affect the closing price.  The massive volumes of Athena’s last-second trades allowed Athena to overwhelm the market’s available liquidity and artificially push the closing market price in Athena’s favor.  Athena was well aware of the price impact of its algorithmic trading, calling it “owning the game” in internal e-mails.  SEC

October 15, 2014

The SEC announced an enforcement action against former Wells Fargo Advisors compliance officer Judy K. Wolf for allegedly altering a document before it was provided to the SEC during an investigation and then lying about it.  The SEC previously charged Wells Fargo in the case, and the firm agreed to pay $5M settle the charges.  Prior to the enforcement action, Wells Fargo placed Wolf on administrative leave and ultimately terminated her employment.  SEC

October 9, 2014

The SEC brought an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation that failed in their gatekeeper roles and improperly engaged in unregistered sales of microcap stocks on behalf of their customers.  Specifically, the SEC found that E*TRADE Securities and E*TRADE Capital Markets sold billions of penny stock shares for customers during a four-year period while ignoring red flags the offerings were being conducted without an applicable exemption from the registration provisions of the federal securities laws.  E*TRADE Securities and E*TRADE Capital Markets (now G1 Execution Services) agreed to settle the SEC’s charges by paying back more than $1.5 million in disgorgement and prejudgment interest from commissions they earned on the improper sales.  They also must pay a combined penalty of $1 million.  SEC

September 30, 2014

The SEC charged two individuals for insider trading on a prominent hedge fund manager’s announcement that his hedge fund had formed a negative view of Herbalife Ltd. and taken a $1 billion short position in its securities.  Specifically, the SEC’s orders find that Filip Szymik of New York City and Jordan Peixoto of Toronto engaged in insider trading in Herbalife securities in advance of hedge fund manager William Ackman’s December 20, 2012 announcement of the views of his hedge fund, Pershing Square Management, L.P.  SEC

September 29, 2014

Bank of America Corporation agreed to pay a $7.65 million penalty for violating internal controls and recordkeeping provisions of the federal securities laws after it assumed a large portfolio of structured notes and other financial instruments as part of its acquisition of Merrill Lynch.  SEC

September 29, 2014

The SEC charged former Vision Broadcast Network CEO Erick Laszlo Mathe and consultant Ashif Jiwa with defrauding investors in a purported startup television network and production company by providing false information about its revenues and future prospects, including that former basketball star Michael Jordan planned to invest in the company.  Specifically, the SEC alleges the two raised at least $5.7 million in startup capital from approximately 100 investors by  misrepresenting that Vision Broadcast owned low-power television stations as well as 70 broadcast licenses to operate additional low power television stations estimated to be worth $400 million once the television stations became operational.  Vision Broadcast meanwhile funneled hundreds of thousands of dollars in investor funds to companies controlled by Mathe or Jiwa in the form of purported professional and consulting services that were never provided.  SEC

September 26, 2014

The SEC charged Charles S. Wang, Qian Cathy Zhang and Francis Y. Yuen, operators of Hong Kong-based eAdGear Holdings Limited and California-based eAdGear, Inc., with running an international pyramid scheme that raised more than $129 million from investors worldwide, primarily in the U.S., China, and Taiwan.   According to the SEC, even though eAdGear claimed to be a successful Internet marketing company, nearly all of its revenue was generated by investors, not its products or services and eAdGear’s operators used money from new investors to pay earlier investors as well as to repay a personal loan and purchase million-dollar homes for themselves. SEC