Here’s a strange little SEC securities fraud case. Imaging3 is a small, now-bankrupt medical imaging device company that was developing a 3D scanner (pictured right, with CEO Dean Janes) that certain members of the medical establishment did not like, quite possibly because it didn’t work, hard to tell. Imaging3 sought FDA approval for its scanner and, in October 2010, the FDA rejected its application. On November 1 after the close, the company announced that it had received this rejection and held a conference call with investors. Janes, the CEO, was mad:

Janes informed shareholders and others on the call that the FDA’s rejection of the submission was not based on concerns regarding the device’s technology or image quality or the safety of the device. Instead, at numerous points during the call, he described the FDA’s denial as “ridiculous,” “administrative,” “not substantive,” and”nonsensical.”

During the November 1 call, Janes omitted any mention of the FDA’s specific and substantive concerns. For example, he never explained in any way that the FDA had determined that the use of certain sample images was “scientifically invalid and useless,” or that the FDA had expressed concerns about vibration hazards or overheating of the device.

So a difference of opinion then? Read more »

Snowflake Greenberg may yet suffer the indignity of seeing his beloved master stripped, in his prime at 88, of his right to run public companies. Read more »

It’s kind of old news but today’s SEC suit against MayfieldGentry Realty Advisors is still pretty amusing. Basically MayfieldGentry was a registered investment advisor with $750mm of AUM at its peak, something like $140mm of which belonged to its biggest client, the city of Detroit’s Police and Fire Retirement System. You get the sense that MayfieldGentry wasn’t a very good investment advisor; in particular it got the PFRS account through a massive bribery campaign directed at Detroit officials some of whom are now in prison for those and other massive bribery campaigns. Lotta bribery. But anyway against that backdrop what MayfieldGentry is now accused of doesn’t seem that bad:

In early 2008, [CEO Chauncey C.] Mayfield, on behalf of MGRA, secretly stole approximately $3.1 million from the PFRS to purchase two shopping malls in California. … Over the following months and years, as each of the other MGRA principals learned of the theft, they conspired with Mayfield to keep the theft a secret from the PFRS.

Ha well no of course that sounds bad. I mean, stealing. But actually “stole” and “theft” are perhaps slightly strong words for what happened. I can’t tell exactly what’s going on, and I suspect neither could anyone at MayfieldGentry, but from the complaint it sounds like they genuinely intended to invest client money in those strip malls, but were so used to being corrupt and/or inept that they couldn’t get it together to do that the right way, and so ended up (1) taking PFRS money without permission and (2) owning the California strip malls themselves. And you should have seen the look on their face etc.: Read more »

A criticism of the SEC that you’ll sometimes hear is that it’s mostly a bunch of lawyers, and two things that are broadly true of lawyers as a class is that they are good at close readings of dense texts and terrified of math. This means, some might say, that the agency is ill-equipped to regulate the high-tech quantitative world of modern finance. So it’s obscurely pleasing to read that the SEC’s office of quantitative research is rolling out a new program that applies high-tech quantitative methods to, basically, close reading of dense texts:

An initial step in the SEC’s new effort [to crack down on accounting fraud] is software that analyzes the “management’s discussion and analysis” section of annual reports where executives detail a company’s performance and prospects.

Officials say certain word choices appear to reveal warning signs of earnings manipulation, and tests to determine if the analysis would have detected previous accounting frauds “look very promising,” said Harvey Westbrook, head of the SEC’s office of quantitative research.

Companies that bend or break accounting rules tend to play a “word shell game,” said Craig Lewis, the SEC’s chief economist and head of the division developing the model. Such companies try to “deflect attention from a core problem by talking a lot more about a benign” issue than their competitors, while “underreporting important risks.”

It’s also pleasing to hear that a CFO’s guilty conscience over his earnings manipulation seeps directly into his prose. Though the article is a little light on the details of the SEC’s earnings-manipulation model, which I guess makes sense, since “companies and their lawyers are expected to respond to the crackdown by trying to outsmart the agency’s computers,” which I would really like to see.1 That could be a mixed bag; the Journal hints that it might result in easier-to-read but more grandiose filings:2 Read more »

Who could have seen this coming, besides everyone? Read more »

Football players are an enticing group of would-be fraud victims, being rich and seemingly very stupid. But the richness that makes them so tempting also allows them to hire lawyers smarter than they are. And those lawyers often have FINRA on speed dial. And so, when you rip off 31 current and retired NFL players, this is likely to happen. Read more »

A thing we sometimes like to do around here is use stories ripped from the headlines to illustrate to you, in case hypothetically this should ever be of any practical interest, how – and how not – to safely and effectively engage in financial fraud. This Rochdale guy was just arrested by the FBI, so I guess he’s a “how not” story, though I’m a little torn because I like part of his style. From the complaint:

[A] representative of Customer #1, who will be referred to as “Customer Rep. #1,” sent an instant message to [now-former Rochdale trader David] MILLER to buy Apple stock every half hour. Specifically, the message read “b 125 ok (per 1/2 hr).” MILLER confirmed that he would do so.

Records reflect that shortly after receiving this order, MILLER began trading in Apple. Over the course of the day, MILLER entered multiple, separate orders in Rochdale’s order management system in the amount of 125,000 shares. Each such order was executed over a period of time through various trading platforms to which Rochdale had access, including, but not limited to, a system that gave Rochdale direct electronic access to the New York Stock Exchange. Once MILLER fully executed one order for 125,000 shares, he would close out the order and promptly enter a new order into Rochdale’s order management system.

He ended up with a total of 1,625,000 shares, or 1,623,375 more than the customer ordered. Then of course the stock went down and so, more or less, did Rochdale. Reuters notes that “At the time, Miller told his superiors the purchases had been a fat finger error,” though you’ll note that the actual pattern of trading requires fifteen separate fat finger errors. Less “fat finger” and more “fat brain,” or “fat misreading of a client IM.” Still it has the whiff of almost plausibility about it; who among us has not misplaced three zeroes at some point in our financial lives?1

But then there’s this: Read more »

Timothy S. Durham, the onetime chief executive officer of National Lampoon Inc., was sentenced to 50 years in prison for defrauding investors in an unrelated company he partly controlled. Durham, who was also the CEO of Indianapolis-based buyout firm Obsidian Enterprises Inc., and an accomplice, James Cochran, 57, were convicted in June of taking money raised from Fair Finance investors, spending it on themselves and lending it to other entities they controlled. A third man, Rick Snow, 49, was convicted of helping to deceive investors about the company’s financial condition. The three squandered $208 million of investors’ money, according to U.S. Attorney Joseph Hogsett in Indianapolis […] “I feel badly about all this,” Durham told Magnus- Stinson. He said he was surprised at the amount of money lost by four victims who also spoke in court today. “I wish I had tried harder to make things clearer for them,” he said of Fair Finance’s public disclosures. [Bloomberg]