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News From the SEC

SEC Charges China-Based Executive...

February 22, 2012

SEC Charges China-Based Executives with Securities Fraud
<h3>FOR IMMEDIATE RELEASE 2012-31</h3> Washington, D.C., Feb. 22, 2012 — The Securities and Exchange Commission today charged two China-based executives with defrauding investors into believing they were investing in a Chinese coal business when in fact they were investing in an empty shell company. <div class="pressaddmatsbox"> <hr> <h3>Additional Materials</h3> <ul> <li><a href="http://www.sec.gov/litigation/complaints/2012/comp22264.pdf">SEC Complaint</a></li> <li><a href="http://www.sec.gov/litigation/litreleases/2012/lr22264.htm">Litigation Release No. 22264</a></li> </ul> <hr> </div> The SEC alleges that Puda Coal Inc.’s chairman Ming Zhao schemed with former CEO Liping Zhu to steal and sell Puda Coal’s sole revenue-producing asset, a coal mining company named Shanxi Puda Coal Group. Zhao secretly transferred Puda Coal’s controlling interest in Shanxi Coal to himself and then sold a substantial portion to a fund controlled by what is reported to be China’s largest state-owned financial firm. The scheme enabled Zhao rather than Puda Coal’s public shareholders to profit from a lucrative business opportunity. The SEC alleges that Zhao and Zhu failed to disclose these transactions in Puda Coal’s periodic reports to the SEC, and continued to raise funds from U.S. investors by conducting two public offerings to purportedly raise capital to enable Shanxi Coal to acquire coal mines. Unbeknownst to investors, Puda Coal no longer had an ownership stake in that company after Zhao’s secret maneuvers. After the SEC began investigating, Zhao and Zhu further schemed to forge a letter from the Chinese financial firm purporting that Puda Coal investors weren’t harmed by the asset transfers. In reality, the scheme left Puda Coal as a shell company with no ongoing business operations. “Zhao and Zhu duped investors with promises that their money would be invested in a Chinese coal company when in fact the company was an empty shell that had been looted by the defendants,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “This enforcement action reflects our continuing commitment to hold accountable officers and directors of issuers who misuse their access to the U.S. capital markets to commit fraud for personal gain.” George S. Canellos, Director of the SEC’s New York Regional Office, added, “The massive fraud perpetrated by Zhao and Zhu wiped out hundreds of millions of dollars in shareholder value and was compounded by their brazen obstruction of the SEC’s investigation.” According to the SEC’s complaint filed in U.S. District Court for the Southern District of New York, Puda Coal entered the U.S. capital markets through a reverse merger in July 2005. Puda Coal’s common stock was listed and traded on the NYSE from September 2009 to August 2011. The SEC alleges that Zhao embarked on the scheme with Zhu in September 2009 to enrich himself at the expense of Puda Coal’s public shareholders. Just weeks before Puda Coal announced that Shanxi Coal had received a highly lucrative mandate from the provincial government authorities to become a consolidator of smaller coal mining companies, Zhao quietly transferred Puda Coal’s 90 percent stake in Shanxi Coal to himself. In July 2010, Zhao transferred a 49 percent equity interest in Shanxi Coal to CITIC Trust Co Ltd., a Chinese private equity fund controlled by state-owned investment firm CITIC Group. CITIC Trust placed its 49 percent stake in Shanxi Coal in a trust and then sold interests in the trust to Chinese investors. Zhao caused Shanxi Coal to pledge 51 percent of its assets to CITIC Trust as collateral for a loan of RMB 3.5 billion ($516 million in U.S. dollars) from the trust to Shanxi Coal. In exchange, CITIC Trust gave Zhao 1.212 billion preferred shares in the trust. According to the SEC’s complaint, the transactions were not approved by Puda Coal’s board or shareholders and not disclosed in Puda Coal’s SEC filings, which Zhao and Zhu signed knowing that they were materially false and misleading. During the two Puda Coal public offerings in 2010, CITIC Trust was separately selling interests in Shanxi Coal to Chinese investors while Zhao and Zhu were still telling U.S. investors that Puda Coal owned a 90 percent stake in that company. The SEC further alleges that Zhao and Zhu continued their fraudulent scheme to deceive public investors even after the SEC began its investigation. Zhu forged a letter purportedly from CITIC Trust falsely stating that no funds had actually been loaned to Shanxi Coal and disclaiming any interest in Puda Coal’s or Shanxi Coal’s assets. Zhao’s counsel provided the forged letter to the SEC’s investigative staff and Puda’s audit committee. After Puda Coal disclosed the letter in an SEC filing and further misled shareholders about the ownership of Puda Coal’s assets, Zhu admitted forging the letter and resigned as CEO. Zhao remains the chairman. Zhao and Zhu are charged with violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, as well as violating the proxy solicitation rules and various corporate reporting, recordkeeping and internal controls provisions of the Exchange Act. The SEC’s complaint seeks a final judgment ordering Zhao and Zhu to disgorge their ill-gotten gains plus prejudgment interest, imposing financial penalties, barring them from acting as officers or directors of a public company, and permanently enjoining them from committing future violations of these provisions. The SEC’s investigation, which is continuing, has been conducted by Sheldon Pollock, Scott York and George Stepaniuk of the SEC’s New York Regional Office with investigative support from Neil Hendelman and Desiree Marmita. The SEC’s Cross Border Working Group, which has representatives from each of the SEC’s major divisions and offices and focuses on U.S. companies with substantial foreign operations, has assisted the New York Regional Office enforcement staff in the investigation. * * * Over the past year, the SEC has moved to protect U.S. investors in U.S. companies with substantial foreign operations through: <ul> <li>Trading suspensions of at least 20 U.S. issuers based abroad.  </li> <li>Stop orders against two U.S. issuers based abroad to prevent further stock sales under materially misleading and deficient offering documents.  </li> <li>Filing a subpoena enforcement action against a foreign-based audit firm to obtain documents.</li> </ul> In addition, the SEC has revoked the securities registration of at least a dozen U.S. issuers based in the People’s Republic of China and instituted administrative proceedings to determine whether to suspend or revoke the registrations of 27 more issuers. # # # For more information about this enforcement action, contact: George S. Canellos Director, New York Regional Office (212) 336-1020 David Rosenfeld Associate Director, New York Regional Office (212) 336-0153 George N. Stepaniuk Assistant Director, New York Regional Office (212) 336-0173

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SEC Charges Oregon-Based Expert C...

February 17, 2012

SEC Charges Oregon-Based Expert Consulting Firm and Owner with Insider Trading in Technology Sector
<h3>FOR IMMEDIATE RELEASE 2012-30</h3> Washington, D.C., Feb. 17, 2012 — The Securities and Exchange Commission today charged John Kinnucan and his Portland, Oregon-based expert consulting firm Broadband Research Corporation with insider trading. The charges stem from the SEC’s ongoing investigation of insider trading involving expert networks. <div class="pressaddmatsbox"> <hr> <h3>Additional Materials</h3> <ul> <li><a href="http://www.sec.gov/litigation/complaints/2012/comp22261.pdf">SEC Complaint</a></li> <li><a href="http://www.sec.gov/litigation/litreleases/2012/lr22261.htm">Litigation Release No. 22261</a></li> </ul> <hr> </div> The SEC alleges that Kinnucan and Broadband claimed to be in the business of providing clients with legitimate research about publicly-traded technology companies, but instead typically tipped clients with material nonpublic information that Kinnucan obtained from prohibited sources inside the companies. Clients then traded on the inside information. Portfolio managers and analysts at prominent hedge funds and investment advisers paid Kinnucan and Broadband significant consulting fees for the information they provided. Kinnucan in turn compensated his sources with cash, meals, ski trips and other vacations, and even befriended some sources to gain access to confidential information. In a parallel criminal case, Kinnucan has been arrested and charged with one count of conspiracy to commit securities fraud, one count of conspiracy to commit wire fraud, and two counts of securities fraud. “Obtaining important and unreported financial results from company insiders and selling that information to hedge funds is not legitimate expert networking services — it’s old-fashioned insider trading,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. The SEC has charged 22 defendants in enforcement actions arising out of its expert networks investigation, which has uncovered widespread insider trading at several hedge funds and other investment advisory firms. The insider trading has occurred in the securities of 12 technology companies — including Apple, Dell, Fairchild Semiconductor, Marvell Technology, and Western Digital — for illicit gains totaling nearly $110 million. Related SEC insider trading cases stemming from the Galleon investigation involved illicit gains in excess of $91 million. According to the SEC’s complaint filed in federal court in Manhattan, Kinnucan’s misconduct occurred from at least 2009 to 2010, a period during which he generated hundreds of thousands of dollars in annual revenues for Broadband. Kinnucan obtained material nonpublic information from well-placed employees at a variety of publicly-traded technology companies. The SEC’s complaint specifically alleges that in July 2010, Kinnucan obtained material nonpublic information from a source at F5 Networks Inc., a Seattle-based provider of networking technology. On the morning of July 2, Kinnucan learned that F5 had generated better-than-expected financial results for the third quarter of its 2010 fiscal year, with the public announcement scheduled for July 21. Within hours of learning the confidential details, Kinnucan had phone conversations or left messages with several clients to convey that F5’s revenues would exceed market expectations. At least three clients — an analyst and two portfolio managers — caused trades at their respective investment advisory firms on the basis of Kinnucan’s inside information. The insider trading resulted in profits or avoided losses of nearly $1.6 million. The SEC’s complaint, which charges Kinnucan and Broadband with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, seeks a final judgment ordering them to disgorge their ill-gotten gains plus prejudgment interest, requiring them to pay financial penalties, and permanently enjoining them from future violations. The SEC’s investigation, which is continuing, has been conducted by Joseph Sansone and Daniel Marcus — members of the SEC’s Market Abuse Unit in New York — and Matthew Watkins, Neil Hendelman, Diego Brucculeri and James D’Avino of the New York Regional Office. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for their assistance in the matter. # # # For more information about this enforcement action, contact: George S. Canellos Director, SEC’s New York Regional Office (212) 336-1020 Sanjay Wadhwa Associate Director, SEC’s New York Regional Office and Deputy Chief, Market Abuse Unit (212) 336-0181 Joseph G. Sansone Assistant Director, SEC’s New York Regional Office and Market Abuse Unit (212) 336-0517

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SEC Tightens Rules on Advisory Pe...

February 15, 2012

SEC Tightens Rules on Advisory Performance Fee Charges
<h3>FOR IMMEDIATE RELEASE 2012-29</h3> Washington, D.C., Feb. 15, 2012 — The Securities and Exchange Commission today announced it is tightening its rule on investment advisory performance fees to raise the net worth requirement for investors who pay performance fees, by excluding the value of the investor’s home from the net worth calculation. <div class="pressaddmatsbox"> <hr> <h3>Additional Materials</h3> <ul> <li><a href="http://www.sec.gov/rules/final/2012/ia-3372.pdf">Final Rule Release No. IA-3372</a></li> </ul> <hr> </div> Under the SEC’s rule, registered investment advisers may charge clients performance fees if the client’s net worth or assets under management by the adviser meet certain dollar thresholds. Investors who meet the net worth or asset threshold are deemed to be “qualified clients,” able to bear the risks associated with performance fee arrangements. The revised rule will require “qualified clients” to have at least $1 million of assets under management with the adviser, up from $750,000, or a net worth of at least $2 million, up from $1 million. These rule changes conform the rule’s dollar thresholds to the levels set by a Commission order in July 2011. The Commission-ordered increase in the thresholds was required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, the revised rule will exclude the value of a client’s primary residence and certain property-related debts from the net worth calculation; the change was not required by the Dodd-Frank Act, but is consistent with changes the Commission approved in December to net worth calculations for determining who is an “accredited investor” eligible to invest in certain unregistered securities offerings. A new grandfather provision to the performance fee rule will permit registered investment advisers to continue to charge clients performance fees if the clients were considered “qualified clients” before the rule changes. In addition, the grandfather provision will permit newly registering investment advisers to continue charging performance fees to those clients they were already charging performance fees. Finally, the revised rule provides that every five years, the Commission will issue an order making inflation adjustments to the dollar thresholds used to determine whether an individual or company is a qualified client, as required by the Dodd-Frank Act. The rule amendments will take effect 90 days after publication in the Federal Register, but investment advisers may rely on the grandfather provisions before then. ###

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Director of L.A. Office Rosalind ...

February 13, 2012

Director of L.A. Office Rosalind Tyson to Retire after 30 Years of SEC Service
<h3>FOR IMMEDIATE RELEASE 2012-28</h3> Washington, D.C., Feb. 13, 2012 — The Securities and Exchange Commission today announced that Rosalind Ramsey Tyson, Director of the SEC’s Los Angeles Regional Office, will retire at the end of March after 30 years of service with the agency. Ms. Tyson has led the Los Angeles office since 2007, overseeing the enforcement and examination functions in the region covering Southern California, Arizona, Nevada, and Hawaii. The Los Angeles office has a staff of 170 people. “Through her tireless work and steady leadership of the Los Angeles office, Roz has been a key contributor to both the Enforcement Division’s unmatched record of protecting investors and the development of a smarter, more effective examination program,” said SEC Chairman Mary L. Schapiro. SEC Enforcement Director Robert Khuzami said, “Thirty years ago, Roz answered the call of public service and dedicated her career to protecting investors and maintaining the primacy of our capital markets. She served with distinction, and we will miss her greatly.” Carlo di Florio, Director of the SEC’s Office of Compliance Inspections and Examinations, added, “Roz has provided tremendous leadership to the exam program, nationally and regionally, helping to oversee our self-assessment and improvement initiatives. Roz’s leadership, teamwork, and collaboration have helped the SEC exam program better prevent fraud, promote compliance, monitor risk, and inform policy. Ms. Tyson said, “It has been a privilege throughout my career to serve alongside dedicated colleagues protecting American investors. I’m particularly grateful for the opportunity to participate in the substantial restructuring and refocusing of both the examination and enforcement programs during Chairman Schapiro’s tenure.” Under Ms. Tyson’s leadership, the Los Angeles office has brought enforcement actions in a significant number of subprime and financial crisis-related cases: <ul> <li><a href="http://www.sec.gov/news/press/2009/2009-129.htm" target="_top">Countrywide</a> – The SEC charged CEO Angelo Mozilo and two other executives with deliberately misleading investors about significant credit risks taken in efforts to build and maintain the company’s market share. Mozilo also was charged with insider trading. Mozilo agreed to a record $22.5 million penalty and permanent officer and director bar to <a href="http://www.sec.gov/news/press/2010/2010-197.htm" target="_top">settle the charges</a>.  </li> <li><a href="http://www.sec.gov/news/press/2011/2011-43.htm" target="_top">IndyMac Bancorp</a> – The SEC charged three executives with misleading investors about the mortgage lender’s deteriorating financial condition.  </li> <li><a href="http://www.sec.gov/news/press/2009/2009-258.htm" target="_top">New Century</a> – The SEC charged three executives with misleading investors as the lender’s subprime mortgage business was collapsing. The executives <a href="http://www.sec.gov/litigation/litreleases/2010/lr21609.htm" target="_top">settled the charges</a> by paying more than $1.5 million and agreeing to officer and director bars.  </li> <li><a href="http://www.sec.gov/news/press/2009/2009-260.htm" target="_top">Brookstreet</a> and <a href="http://www.sec.gov/news/press/2009/2009-123.htm" target="_top">brokers</a> – The SEC charged the firm and its CEO with defrauding customers in its sales of risky mortgage-backed securities, and charged 10 brokers with making misrepresentations to investors.</li> </ul> The Los Angeles office also brought significant emergency actions at Ms. Tyson’s direction to freeze assets in alleged Ponzi schemes, including an international offering fraud at <a href="http://www.sec.gov/news/press/2009/2009-89.htm" target="_top">Private Equity Management Group</a>, an offering fraud at <a href="http://www.sec.gov/litigation/litreleases/2009/lr21141.htm" target="_top">Medical Capital Holdings</a>, and a real estate investment fraud at <a href="http://www.sec.gov/news/press/2009/2009-45.htm" target="_top">Diversified Lending Group</a>. As member of the National Exam Program’s Executive Committee and co-chair of the Risk and Exam Process Steering Committee, Ms. Tyson was instrumental in shaping and implementing significant changes to make the examination program more effective and efficient. Ms. Tyson implemented similar-in-scope changes to streamline the enforcement management structure as well as the operational structure of the Los Angeles office. Ms. Tyson, 63, joined the Los Angeles office as an enforcement staff attorney in 1982 following several years in private practice. She later became Branch Chief of the Branch of Full Disclosure, which reviewed initial public offering registrations of small business issuers. Ms. Tyson was named an Assistant Regional Director of the Los Angeles office in 1988, and became an Associate Regional Director in 1993. Ms. Tyson graduated from Georgetown University’s School of Languages and Linguistics, the University of Hawaii, and Stanford Law School. She is a member of the California bar. # # #

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SEC Charges California Hedge Fund...

February 10, 2012

SEC Charges California Hedge Fund Manager Connected to Galleon Insider Trading Case
<h3>FOR IMMEDIATE RELEASE 2012-27</h3> Washington, D.C., Feb. 10, 2012 — The Securities and Exchange Commission today charged a hedge fund manager and his Menlo Park, Calif.-based firm for their involvement in the insider trading ring connected to Raj Rajaratnam and hedge fund advisory firm Galleon Management. <div class="pressaddmatsbox"> <hr> <h3>Additional Materials</h3> <ul> <li><a href="http://www.sec.gov/litigation/complaints/2012/comp-pr2012-27.pdf">SEC Complaint</a></li> </ul> <hr> </div> The SEC alleges that Douglas F. Whitman and Whitman Capital illegally traded based on material nonpublic information obtained from Rajaratnam associate Roomy Khan, who was Whitman's friend and neighbor. Khan tipped Whitman with confidential details about Polycom Inc.'s fourth quarter 2005 earnings and Google Inc.'s second quarter 2007 earnings prior to the public announcements of those financial results by the companies. Whitman Capital reaped nearly $1 million in ill-gotten gains by trading on Khan's illegal tips. "Whitman engaged in what even he termed 'slimeball' activity and together with Khan brought new illicit meaning to the maxim 'help thy neighbor,'" said George S. Canellos, Director of the SEC's New York Regional Office. Sanjay Wadhwa, Associate Director of the SEC's New York Regional Office and Deputy Chief of the Market Abuse Unit, added, "This action should send a strong signal that the SEC will continue to pursue every angle of the Galleon investigation to hold accountable those who have undermined the integrity of our markets by engaging in illegal insider trading." According to the SEC's complaint, filed in federal court in Manhattan, the inside information about Polycom and Google used by Whitman is the same information that the SEC has previously alleged Khan provided to many of her hedge fund contacts, including Rajaratnam as well as Robert Feinblatt and Jeffrey Yokuty at Trivium Capital. The SEC alleges that Khan illegally tipped Whitman in January 2006 with information about Polycom's quarterly financial results, and she noted that these details were nonpublic and acquired from a source at Polycom. Whitman Capital accumulated 132,263 shares of Polycom stock in the next two weeks. When the company announced its results on January 25, Whitman Capital liquidated its entire Polycom position for a profit of more than $360,000. On at least one later occasion, in September 2008, Whitman asked Khan to contact her Polycom source to obtain inside information about the company's upcoming earnings so the two could "short it." When Khan rebuffed Whitman citing a fear of getting caught, Whitman suggested that she use "Skype" to avoid detection. Whitman later stated that he would stop speaking to Khan if she wasn't going to be a "slimeball" anymore. The SEC further alleges that Khan illegally tipped Whitman with inside information about Google's quarterly financial results shortly before the company's post market-close earnings announcement on July 19, 2007. At Whitman's insistence, Khan identified her Google source as an employee of an investor relations firm used by Google. Whitman Capital funds then purchased 2,761 Google put option contracts based on the tip from Khan. On July 20, Whitman Capital closed the put option positions and generated ill-gotten profits of more than $620,000. Afterwards, Whitman sent Khan a large floral arrangement to thank her for the tip. The SEC's complaint charges Whitman and Whitman Capital with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933. The complaint seeks a final judgment permanently enjoining the defendants from future violations of the above provisions of the federal securities laws, ordering them to disgorge their ill-gotten gains plus prejudgment interest, and ordering them to pay financial penalties. The SEC has charged 30 defendants in its Galleon-related enforcement actions, which have exposed widespread and repeated insider trading at numerous hedge funds and by other traders, investment professionals, and corporate insiders located throughout the country. The insider trading occurred in the securities of more than 15 companies for illicit profits totaling more than $91 million. The SEC's investigation, which is continuing, has been conducted by John Henderson and Joseph Sansone - members of the SEC's Market Abuse Unit in New York - and Diego Brucculeri and James D'Avino of the New York Regional Office. Kevin McGrath and Valerie Szczepanik will lead the SEC's litigation effort. The SEC thanks the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation for their ongoing assistance in the matter. # # # For more information about this enforcement action, contact: George S. Canellos Director, SEC's New York Regional Office (212) 336-1020 Sanjay Wadhwa Associate Director, SEC's New York Regional Office and Deputy Chief, Market Abuse Unit (212) 336-0181 Joseph G. Sansone Assistant Director, SEC's New York Regional Office and Market Abuse Unit (212) 336-0517

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SEC Charges China-Based Executive...

SEC Charges Oregon-Based Expert C...

SEC Tightens Rules on Advisory Pe...

Director of L.A. Office Rosalind ...

SEC Charges California Hedge Fund...