Justia Securities Law Opinion SummariesArticles Posted in Legal Ethics
United States v. Gordon
Defendant-Appellant George David Gordon was a former securities attorney convicted of multiple criminal charges relating to his alleged participation in a "pump-and-dump" scheme where he (along with others) violated the federal securities laws by artificially inflating the value of various stocks, then turning around and selling them for a substantial profit. The government restrained some of his property before the indictment was handed down and ultimately obtained criminal forfeiture of that property. On appeal, Defendant raised multiple issues relating to the validity of his conviction and sentence, and the propriety of the government’s conduct (both before and after trial) related to the forfeiture of his assets. In the end, the Tenth Circuit found no reversible error and affirmed Defendant's conviction and sentence, as well as the district court’s forfeiture orders. View "United States v. Gordon" on Justia Law
Bennett v. Durham
Plaintiffs invested in oil-and-gas exploration companies and lost money when the companies’ wells produced little oil or gas. They sued the companies and their officers, claiming violations of state and federal law in selling unregistered securities and in making other material misrepresentations and omissions. They also sued Durham, the lawyer who represented the companies. Durham drafted the documents, including joint-venture agreements and private placement memoranda that provided details about the investment opportunity, and told prospective investors he was available to answer questions. Plaintiffs allege that Durham knew the documents contained material misrepresentations and omissions and that the securities were neither registered nor exempt from registration. District courts ruled in favor of Durham. The Sixth Circuit affirmed. The Kentucky Securities Act imposes liability on anyone who “offers or sells a security” in violation of its terms and any “agent” of the seller who “materially aids” the sale of securities, defined as someone who “effect[s] or attempt[s] to effect” the sale. Ky. Rev. Stat. 292.480(1),(4); 292.310(1). An attorney who performs ordinary legal work, such as drafting documents, giving advice and answering client questions, is not an “agent” under the Act. View "Bennett v. Durham" on Justia Law
Altman v. SEC
This case was before the court on a petition to review the opinion and order of the Commission permanently denying petitioner, an attorney admitted to practice in New York state, the privilege of appearing or practicing before the Commission, pursuant to rule 102(3)(1)(ii) of the Commission's Rules of Practice, and Section 4C of the Securities and Exchange Act of 1934 (Act), 15 U.S.C. 78a et seq. On appeal, petitioner contended that the procedure employed by the Commission was unconstitutional. The court held that the Commission acted within its authority in sanctioning him; petitioner was on notice of his duty to comply with the New York Bar disciplinary rules and the standard of conduct proscribed by Rule 102(3)(1)(ii) and Section 4C of the Act; there was substantial evidence for the Commission's finding that petitioner engaged in intentional improper professional conduct; and the Commission did not abuse its discretion in its choice of sanctioning petitioner. Accordingly, the petition for review was denied. View "Altman v. SEC" on Justia Law
Roberts v. McAfee, Inc.
Plaintiff, the former General Counsel of McAfee, alleged that McAfee maliciously prosecuted and defamed him in an attempt to deflect attention from large-scale backdating of stock options within the company. McAfee moved to strike plaintiff's claims pursuant to California's anti-Strategic Litigation Against Public Participation (anti-SLAPP) statute, Code Civ. Proc., 425.16. The district court denied the motion as to plaintiff's malicious prosecution claims, but granted it as to his claims for defamation and false light invasion of privacy. Both sides appealed. The court held that plaintiff had not demonstrated that his claims have the requisite degree of merit to survive McAfee's anti-SLAPP motion: McAfee had probable cause to believe plaintiff was guilty of a crime and plaintiff's claims for defamation and false light invasion of privacy were time-barred. Accordingly, the court affirmed in No. 10-15670 and reversed in 10-15561. View "Roberts v. McAfee, Inc." on Justia Law
Sherman, et al. v. Securities and Exchange Comm’n
This case arose when the SEC instituted an enforcement action against several companies, which, among other things, led to the court appointment of a receiver. Debtor was an attorney who represented some of the defendants in this enforcement action. At issue was whether the exception to discharge in 11 U.S.C. 523(a)(19) applied when the debtor himself was not culpable for the securities violation that caused the debt. The bankruptcy court held that the debt was subject to discharge; the district court disagreed and held that the debt was excepted from discharge in bankruptcy. The court held that section 523(a)(19) prevented the discharge of debts for securities-related wrongdoings only in cases where the debtor was responsible for that wrongdoing and debtors who could have received funds derived from a securities violation remained entitled to a complete discharge of any resulting disgorgement order. Therefore, the court reversed the judgment of the district court. View "Sherman, et al. v. Securities and Exchange Comm'n" on Justia Law
Securities and Exchange Comm., et al. v. CMKM Diamonds, Inc., et al.
This was an appeal by objector, a Nevada attorney, seeking review of the Nevada district court's order denying his motion to quash a subpoena for bank records of his client trust account. The district court concluded that it did not have the authority to consider objector's motion since the subpoena was issued by another district court. The court held that it had jurisdiction over the appeal in the circumstances of this case because the bank had no incentive to disobey the subpoena and force an otherwise appealable contempt order. The court affirmed the district court because it correctly interpreted the provisions of Rule 45 of the Federal Rules of Civil Procedure governing issuance and quashing subpoenas. View "Securities and Exchange Comm., et al. v. CMKM Diamonds, Inc., et al." on Justia Law