The Resolution Law Group: SEC in Action: Finds Nomura Holdings Not Ineligible Issuer Even with Judgment, Will Consider Redrafted Shareholder Proposal Regarding Exelon, & Puts Out Regulation M, Rule 105 Violation Sanctions

The Securities and Exchange Commission’s Division of Corporation Finance has given relief to Nomura Holdings, Inc. over an entry in the final judgment issued against its subsidiary Instinet, LLC last month. The staff said that Nomura made a good cause showing under 1933 Securities Act Rule 405(2), and now the SEC says it won’t consider the company an ineligible issuer even with the entry of that final judgment.

The SEC opened up an administrative proceeding action against Instinet, accusing it of purposely abetting and aiding and violating sections of the Investment Advisers Act. The claims involved purported soft dollar payments.

J.S. Oliver Capital Management, L.P., an Instinet customer, had asked for the payments for expenses it did not tell clients about. The Commission says that Instinet made the payments per JS Oliver’s request, even though there were red flags indicating that the requests for payment approval were improper. The Nomura subsidiary turned in a settlement offer that led to a cease-and-desist order against the brokerage firm, & the regulator accepted the settlement offer.

Responding to a no-action request from Exelon Corp. to leave out from the latter’s proxy materials a shareholder proposal for a pay ratio cap for certain named executives, this SEC division said the proposal would be excluded unless it is redrafted (or a request is made to the board of directors). SEC staff did not agree with Exelon that the proposal, which concentrates on senior executive compensation-related policies, was misleading, false, or pertained to mere ordinary business.

Canadian-registered portfolio management firm Qube Investment Management Inc. turned in the proposal, asking that the compensation committee or the board restrict how much each named Exelon executive officer could make to no more than 100 times the median annual total paid to all company employees. Qube said that at least one Exelon executive is making 200 times the pay of the average American worker.

Exelon argued that the proposal would properly limit the power of tis board to decide compensation, and under Pennsylvania law this subject was not appropriate for action by shareholders.

SEC staff agreed that there was some ground’s for Exelon’s argument about the proposal not being appropriate subject for shareholder action or that it could cause the company to violate state law. That said, staff noted that the defect could be fixed if it was reframed as a request or a recommendation.

In other SEC news, the Commission has just issued final rules to make clear the roles of its ethics counsel and general counsel. The regulator’s general counsel is to advise staff lawyers about professional duties arising from their official duties, as well as probe allegations of professional misbehavior. As for its ethic’s counsel, the SEC said its job did not include looking into allegations about professional misconduct or making referrals to the authorities. The rules and accompanying modification/clarifications will go into effect once they appear in the Federal Register.

Also, the SEC has sanctioned Axius Holdings, LLC. for violating Regulation M’s Rule 105. The Commission claims that Axius took part in 13 offerings that the rule covers between June 2008 and March 2010 and then went on to short the stock of the companies during the restricted periods.

As a result of these alleged trading activities, Axius and its owner Henry Robertelli purportedly made profits of about $31,000. Now, the two of them must pay disgorgement in that approximate amount, plus prejudgment interest and a monetary payment.

The Resolution Law Group is a securities fraud law firm that represents institutional investors and high net worth individuals in recovering their money.

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The Resolution Law Group: Wells Fargo Reaches $591 Million Mortgage Deal with Fannie Mae

Wells Fargo & Co. (WFC) has arrived at a $591 million mortgage settlement with Fannie Mae (FNMA). The arrangement resolves claims that the banking institution sold faulty mortgages to the government run-home loan financier and covers loans that Wells Fargo originated more than four years ago.

Fannie Mae and Freddie Mac (FMCC) were taken over by the US government five years ago as they stood poised to fail due to faulty loans they bought from Wells Fargo and other banks. The two mortgage companies had bundled the mortgages with securities.

With this deal, Wells Fargo will pay $541 million in cash to Fannie Mae while the rest will be taken care of in credits from previous buy backs.

It was just a couple of months ago that Wells Fargo settled its disputes over faulty loans it sold to Freddie Mac with an $869 million mortgage buyback deal. According to Compass Point Research and Trading LLC, between 2005 and 2008, Wells Fargo sold $345 billion of mortgages to Freddie Mac. Compass says the bank sold another $126 billion to Freddie in 2009.

Also settling with Freddie Mac today is Flagstar Bank (FBC) for $10.8M over loans it sold to the mortgage company between 2000 and 2008. That agreement comes following Flagstar and Fannie Mae settling mortgage claims for $93 million over loans the former sold to the latter between January 2000 and December 31, 2008.

Fannie Mae and Freddie Mac have been trying to get banks to repurchase these trouble loans for some time now. In light of this latest settlement with Wells Fargo, Fannie Mae has reached settlements of about $6.5 billion over loan buy backs, including a $3.6 billion deal with Bank of America Corp. (BAC) and Countrywide Financial Corp. and $968 million with Citigroup (C). Earlier this month, Deutsche Bank (DB) consented to pay $1.9 billion to the Federal Housing Finance Agency over claims that it misled Freddie and Fannie about the mortgage backed securities that the latter two purchased from the bank.

If you feel you are the victim of Securities Fraud, please do not hesitate to email or call the The Resolution Law Group (203) 542-7275 for a confidential, no obligation consultation.

The Resolution Law Group: Groupon Loses Dismissal Bid Over IPO Securities Fraud Case

A district court judge has ordered Groupon Inc. to face a securities lawsuit filed against it accusing the deal-of-the-day coupon company of misleading investors regarding its financial state right before its IPO in 2011. The Illinois-based company had sought to have the securities fraud case brought by investor Michael Carter Cohn, dismissed. Cohn wants his claim to get class action securities status.

The investor claims that Groupon committed securities lawsuit and used refund accounting that was not allowed to spike revenues in a prospectus related to its initial public offerings, as well as in filings with the Securities and Exchange Commission. According to U.S. District Judge Charles Norgle in Chicago, the claims “present plausible violations.” Norgle also turned down requests by Morgan Stanley (MS) and Goldman Sachs (GS), and Credit Suisse (CS) to throw out the claims against them. These banks arranged the public offering.

On March 30, 2012—not long after opening at $28 in Nasdaq stock exchange trading on November 4, 2011—Groupon reported a “material weakness” in its financial controls, as well as first reported quarterly sales as a company that was now publicly traded were not as high as stated earlier because of high refunds received by merchants. This lowered revenue during 2011’s last quarter to $492 million—that’s a $14.3 million difference. The company’s shares by November 13, 2012 hit $2.63 dollars.

Judge Norgle has yet to decide on whether Cohn can pursue his securities case for a class. Cohn did not purchase his shares straight from the IPO.

At The Resolution Law Group, our securities fraud lawyers represent institutional investors and individual investors wishing to pursue their investment losses from negligent parties. You can call us today to ask for your free case assessment.

The Resolution Law Group: Professional Athletes, Celebrities Often Targeted for Securities Fraud

The Resolution Law Group PChas represented many athletes and other celebrities who lost millions because of improper handling of their investments. While overspending and poor investing are two common causes for these losses, the rich and famous also make easy targets for securities fraud, which is when our securities law firm steps in.

One reason for this is that many professional athletes and other people that have become famous are not prepared or well informed about how to manage their new wealth. This can make them easy prey for irresponsible or purposely negligent financial advisers.

“We listen to complaints daily about the mishandling of investors accounts,” said Geoffrey Broderick of The Resolution Law Group. “Yet, it is surprising even to me that financial firms and advisors would engage in financial wrongdoing that harms high-profile investors. Many ‘financial sociopaths’ have zero thought about others and, apparently, little concern for their own negative notoriety.”

Just recently, 30 NFL players, including wide receiver Terrell Owens, pursued a Florida broker over a casino project that resulted in over $40 million in losses. In February, ex-boxing heavyweight Mike Tyson filed a securities fraud lawsuit against his ex-advisor and financial advisory firm for allegedly pulling out over $300,000 from their accounts, causing him lose millions of dollars in income. In July, Mike Sweeney, the five-time MLB All-Star filed a securities case against UBS Financial Services (UBS) and his ex-broker there claiming he suffered about $7.6 million in losses.
Other Recent Securities Cases Involving Defrauded Pro Athletes (Investment News):
• FINRA awarded $1.46 million to NBA champion Horace Grant against Morgan Keegan & Co. over mortgage-backed securities and funds that lost up to 80% when the subprime market failed. Fund manager James Kelseo consented to pay $500,000 in penalties for allegedly inflating the securities’ value.

• Dozens of athletes, including NBA player Jason Terry and US Olympic soccer player Heather Mitts are suing SunTrust Bank (STI) and William Crafton Jr. over losses they sustained in a number of Ponzi scams.

Green Bay Packers’ Vince Young is embroiled in a securities case with financial adviser Ron Peoples and ex-agent Major Adams II over $5.5 million losses. He is alleging breach of fiduciary duty, unjust enrichment, breach of contract, and usury.

As our securities fraud law firm mentioned earlier, athletes are not the only celebrities to fall victim to negligent or greedy representatives. Actors Kevin Bacon, Kyra Sedgwick, and John Malkovich, film director Steven Spielberg, candidate and former New York governor and current NY City Comptroller Candidate Eliot Spitzer, and Dreamworks CEO Jeffrey Katzenberg are just some of the wealthy people that sustained losses in the Bernard Madoff Ponzi Scam.

Our securities lawyers work with investors that have sustained losses from securities fraud. We have helped thousands of clients recoup their losses sustained due to the negligence or errors of their financial representatives.  Please do not hesitate to email or call the The Resolution Law Group (203) 542-7275 for a confidential, no obligation consultation.

Lender Litigation, Unlawful Foreclosure, Tarp Money, Mortgage Backed Securities, Derivitives Lawsuits, Insider Trading Lawsuit, SEC Settlements, Ponzi Scheme Lawsuits, Intentional Misrepresentation, Securitized Mortgage, Class Action Securities Lawsuit, Robo-Signing Lawsuit, Lost Equity Litigation, Mortgage Lender Fraud, FINRA Fraud Lawsuit, Suing Banks, Fraudulent Misrepresentation, Short Sale Fraud, Fraudulent Business Practices, Mortgage Litigation, Complex Tort Litigation, Injunctive Relief, MERS Fraud

The Resolution Law Group: Closing Agent Admits Participating in Large-Scale Mortgage Fraud Scheme

NEWARK, NJ—A paralegal today admitted participating in a long-running, large-scale mortgage fraud scheme that defrauded financial institutions of at least $2 million, United States Attorney Paul J Fishman announced. Linda Cohen, 55, of Orange, New Jersey, pleaded guilty before United States District Judge Esther Salas to an information charging her with one count of conspiring to commit bank fraud and one count of transacting in criminal proceeds. According to documents filed in this case and statements made in court: Cohen worked as a paralegal who handled real estate closing for SB ., an attorney licensed in New Jersey. Cohen acted as the settlement agent for fraudulent mortgage loans brokered by conspirator Klary Arcentales, 45, of Lyndhurst, New Jersey, on behalf of Premier Mortgage Services.

As closing agent, Cohen furthered the scheme by convening closings, receiving funds from lenders, and preparing HUD-1 reports that purported to reflect the sources and destinations of funds for mortgages on subject properties. Those HUD-1s were neither true nor accurate. Cohen routinely certified HUD-1s in which she purported to have received a down payment from the buyer when no down payment had been made. At or following the closings, Cohen disbursed mortgage loan proceeds directly to Premier Mortgage Services, Arcentales, and other conspirators.

Cohen created shell bank accounts into which she funneled the proceeds of her fraudulent activity. The count of conspiracy to commit bank fraud to which Cohen pleaded guilty is punishable by a maximum potential penalty of 30 years in prison and a $1 million fine, and the count of transacting in criminal proceeds is punishable by a maximum penalty of 10 years in prison and a fine of $250,000 or twice the gross amount of any gain or loss. Sentencing is scheduled for November 18, 2013. United States Attorney Fishman credited special agents of the FBI, under the direction of Special Agent in Charge Aaron T Ford; and special agents of IRS-Criminal Investigation, under the direction of Special Agent in Charge Shantelle P Kitchen, for the investigation leading to today’s guilty plea.

He also thanked the Social Security Administration-Office of Inspector General, under the direction of Special Agent in Charge Edward Ryan, for its role in the investigation. The government is represented by Assistant United States Attorneys Zach Intrater and Rahul Agarwal of the Newark office. This case was brought in coordination with President Barack Obama’s Financial Fraud Enforcement Task Force. The task force was established to wage an aggressive, coordinated, and proactive effort to investigate and prosecute financial crimes.

The Resolution Law Group: UBS Agrees to Pay $120 Million in Lehman Bros. Dispute

UBS has agreed to pay $120 million to settle a lawsuit by investors who accused the Swiss bank of misleading them about the financial condition of Lehman Brothers Holdings in connection with the sale of structured notes.

The preliminary settlement was disclosed in papers filed late Thursday in the U.S. District Court in Manhattan, and requires court approval.

It resolves claims over roughly $900 million of Lehman securities that UBS (UBS) underwrote and sold between March 2007 and September 2008, court papers show. Lehman filed for bankruptcy protection on Sept. 15, 2008.

UBS had no immediate comment on the settlement. Lawyers for the investors didn’t immediately respond to requests for comment.

 UBS has agreed to pay $120 million to settle a lawsuit by investors who accused the Swiss bank of misleading them about the financial condition of Lehman Brothers Holdings in connection with the sale of structured notes.

The preliminary settlement was disclosed in papers filed late Thursday in the U.S. District Court in Manhattan, and requires court approval.

It resolves claims over roughly $900 million of Lehman securities that UBS (UBS) underwrote and sold between March 2007 and September 2008, court papers show. Lehman filed for bankruptcy protection on Sept. 15, 2008.

UBS had no immediate comment on the settlement. Lawyers for the investors didn’t immediately respond to requests for comment.

The Resolution Law Group: DOJ’s $5B Securities Lawsuit Against Standard & Poor’s Can Proceed, Says Judge

U.S. District Judge David O. Carter for the Central District of California has turned down Standard & Poor’s bid to have the Justice Department’s $5 billion securities lawsuit against it dismissed. This affirms Carter’s recent tentative ruling earlier on the matter.

S & P is the largest credit rating agency in the world. It is a McGraw Hill Financial Inc. unit.

According to the US government, the credit rater fraudulently misrepresented its ratings process as objective and independent when it was, in fact, stymied from issuing ratings because of its desire to please banks and other clients. Instead, between 2004 and 2007, S & P purportedly issued AAA ratings to certain poor quality mortgage packages, including residential mortgage-backed securities, collateralized debt obligations, and subprime mortgage-backed securities. Now, prosecutors want to recover the losses that credit unions and federally insured banks allegedly suffered because of these inaccurate ratings that it contends upped investor demand for the instruments until the prices soared and the market collapsed, contributing to the global economic meltdown that followed.

S & P contends that it did not cause the financial crisis. It claims that just like the Federal Reserve, the US Treasury, and other market participants, the credit rater could not have foreseen the market events that went on to happen in 2008.

Seeking to have the securities case dismissed, S & P argued that its public statements about its objectivity and autonomy that prosecutors identified as purportedly fraudulent misrepresentations, including official policy statements about rating deals and employee conduct codes, are in actuality “puffery” statements that investors were not supposed to take at face value. S & P lawyers said that because of this, the government couldn’t use these statements as grounds for its securities fraud case.

Now, Judge Carter is saying that he finds S & P’s “puffery” defense “deeply… troubling,” especially in light of the implications. He observed that with this defense, S & P is implying that investors, legislators, and regulators shouldn’t have taken seriously any of the public statements the credit rater made about either supposed data-based, unbiased credit ratings or its agency procedures.

As in his earlier, tentative ruling, Carter said that contrary to defendants’ protestations, his court cannot see how all the “must nots” and “shalls” used by S & P in its statements was merely the company’s way to aspire about vague objectives. Rather, he sees these statements as “specific assertions” about polices and they contrast conduct the government is accusing S & P of committing.

Meantime, S & P is battling more than a dozen CDO lawsuits filed by state prosecutors who are accusing the credit rating agency of the same alleged fraud.

If you feel you are the victim of Bank Fraud, please do not hesitate to email or call the The Resolution Law Group (203) 542-7275 for a confidential, no obligation consultation.

Lender Litigation, Unlawful Foreclosure, Tarp Money, Mortgage Backed Securities, Derivitives Lawsuits, Insider Trading Lawsuit, SEC Settlements, Ponzi Scheme Lawsuits, Intentional Misrepresentation, Securitized Mortgage, Class Action Securities Lawsuit, Robo-Signing Lawsuit, Lost Equity Litigation, Mortgage Lender Fraud, FINRA Fraud Lawsuit, Suing Banks, Fraudulent Misrepresentation, Short Sale Fraud, Fraudulent Business Practices, Mortgage Litigation, Complex Tort Litigation, Injunctive Relief, MERS Fraud