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Former Employees Sue the State of Arizona for Lay Offs
Legal Topics |
2009/02/23 18:02
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Arizona violated its own rules by firing employees without five days notice and without offering a voluntary separation program, a class action claims in Maricopa County Court. The Service Employees International Union Local 5 Arizona and its members want the state enjoined "from terminating their employment in violation of their rights."
The Arizona Administrative Code sets forth termination procedures including "the use of a 'retention point' system to determine the order of terminations ... with points based on an employee's performance evaluation and length of service," five-day notice of termination, the ability to request a termination review before it becomes official, and "the offer of a voluntary separation agreement," according to the union.
Plaintiffs were or will be fired in a force reduction, effective on the day they receive notice, the union says. They were not offered a voluntary separation program and one plaintiff never received a response from the Department of Administration after requesting a review of her termination, according to the lawsuit.
SEIU Local 5 Arizona represents 5,000 state employees. It claims that more than 700 state employees will be fired as part of the force reduction.
The union and eight named plaintiffs are represented by SEIU attorney Gene B. Mechanic and Nicholas J. Enoch with Lubin & Enoch. |
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UBS Bank Agrees to Pay $780M to SEC
Legal Topics |
2009/02/19 17:07
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The second largest bank in Europe, UBS AG, has agreed to pay $780 million to settle SEC charges of unethical investment practices that allowed clients to avoid taxes through offshore accounts.
The Securities and Exchange Commission brought charges against UBS on Wednesday citing the firm for operating unregistered as a broker-dealer and investment adviser. The final amount of the settlement includes $500 million in disgorgement and tax related payments UBS is ordered to pay in connection with a related criminal investigation conducted by the Department of Justice.
As alleged by the SEC in its complaint, UBS from at least 1999 through 2008 has unlawfully acted as a broker-dealer and investment advisor to approximately 14,000 U.S clients. UBS's clientele also included offshore entities with U.S citizens as the beneficial owners. According to the SEC, UBS, through is illegal and unethical practices, has enabled its clients to avoid paying taxes on assets associated with undisclosed offshore accounts. UBS held billions of dollars worth of assets for these clients, generating revenues of $120 million to $140 million per year.
The Swiss company conducted cross boarder business primarily through unregistered client advisors who allegedly travelled to the U.S. carrying encrypted laptop computers that they used to provide clients with account related information and to communicate orders and transactions to UBS's Swiss headquarters.
The SEC alleges that UBS was aware that it was required to be registered but went the extra mile to conceal its use of U.S. jurisdictional means to provide securities services.
The advisors were allegedly trained on how to avoid being detected by U.S. authorities. During the trips, which took place two to three times per year, advisors would go to art shows, yachting events, and sporting events with clients or prospective clients, all funded by UBS, says the SEC. The SEC's is continuing its investigation into UBS's violations of securities laws |
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McDermott Will & Emery Lay of 60 Attorneys, 89 Staff
Legal Topics |
2009/02/06 19:18
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McDermott Will & Emery LLP has laid off 60 attorneys and 89 staff members, becoming the latest Chicago law firm to retrench amid a sharp decline in business.
In an internal memo sent to employees Tuesday, Chairman Harvey Freishtat said the firm performed well last year and remains strong as it moves into 2009.
"However, we are not immune to the continued deterioration in market conditions," Freishtat said. "The business of our clients has slowed, and this has affected our own levels of activity, particularly in the transactional area."
The cut represents about 5 percent of the firm's 1,100 lawyers in 15 offices. It was not known how many lawyers received pink slips in the Chicago office. The firm declined to comment beyond the memo.
The blog "Above the Law" first reported McDermott's layoffs. |
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SEC Charges Merrill Lynch with Securities Violations
Legal Topics |
2009/02/02 17:56
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The Securities and Exchange Commission today charged Merrill Lynch, Pierce, Fenner & Smith, Inc. and two of its former investment adviser representatives with securities laws violations for misleading pension consulting clients about its money manager identification process and failing to disclose conflicts of interest when recommending them to use two of the firm’s affiliated services. Merrill Lynch has agreed to settle the SEC’s charges and pay a $1 million penalty.
“There has been tremendous growth in the pension consulting business in recent years. This case is an important reminder to firms and their investment adviser representatives that, whenever they sit across the table from their advisory clients, they need to make sure that all material conflicts of interest are disclosed,” said Scott W. Friestad, Deputy Director of the SEC’s Division of Enforcement.
According to the SEC’s order, Merrill Lynch failed to disclose its conflicts of interest when recommending that clients use directed brokerage to pay hard dollar fees, whereby the clients directed their money managers to execute trades through Merrill Lynch. These clients received credit for a portion of the commissions generated by these trades against the hard dollar fee owed for the advisory services provided by Merrill Lynch Consulting Services. Consequently, Merrill Lynch and its investment adviser representatives could and often did receive significantly higher revenue if clients chose to use Merrill Lynch directed brokerage services. The SEC’s order finds that Merrill Lynch also failed to disclose a similar conflict of interest in recommending that clients use Merrill Lynch’s transition management desk. In addition, the SEC finds that Merrill Lynch made misleading statements to the clients served by its Ponte Vedra South, Fla. office regarding the process used to identify new money managers to present to its clients.
The SEC also charged Michael Callaway and Jeffrey Swanson, who were formerly employed in Merrill Lynch’s Ponte Vedra South office.
In a settled enforcement action against Swanson, the SEC finds that he made misleading statements to some of the firm’s pension consulting clients regarding the process by which Merrill Lynch assisted them in identifying new managers. As a result, the SEC charged Swanson with aiding and abetting and causing Merrill Lynch’s violation of the Investment Advisers Act of 1940. Without admitting or denying the SEC’s allegations, Swanson has agreed to a censure, and to cease and desist from committing or causing violations of Section 206(2) of the Advisers Act.
In the contested enforcement action against Callaway, the SEC’s Division of Enforcement alleges that Callaway breached his fiduciary duty in making misrepresentations about the manager identification process used by the Ponte Vedra South office and his compensation in connection with transition management services. The Division of Enforcement further alleges that Callaway was a cause of Merrill Lynch’s violation of the Advisers Act because he failed to ensure that Merrill Lynch disclosed to clients the conflicts of interest in recommending that clients enter into a directed brokerage relationship with Merrill Lynch and in recommending that they use Merrill Lynch for transition management services. The Division of Enforcement charges that, by this conduct, Callaway willfully aided and abetted and caused Merrill Lynch’s violations of Section 206(2) of the Advisers Act.
The SEC charged Merrill Lynch with violations of an anti-fraud provision of the Advisers Act, which does not require a showing of scienter. The SEC also charged Merrill Lynch with failing to maintain certain records and failing to supervise its investment adviser representatives in the Ponte Vedra South office. Without admitting or denying the SEC’s allegations, Merrill Lynch has agreed to a censure, to cease and desist from committing or causing violations of Sections 204 and 206(2) of the Advisers Act, and to pay a $1 million penalty. |
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Wyeth Shareholders Reluctant to Pfizer Sale
Legal Topics |
2009/01/28 17:22
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Wyeth shareholders say the company is selling itself too cheaply to Pfizer - for $68 billion, or $33 for each Wyeth share, plus 0.985 of a Pfizer share. The federal class action claims that in the deal, announced Monday, Pfizer is taking advantage of a weak stock market to buy Wyeth on the cheap.
Wyeth shareholders claim the deal is "grossly inadequate," though it offers about a 15% premium over Wyeth's market price. They estimate that the deal works out to about $50.19 per Wyeth share, based on the $33 cash and Pfizer's closing price of $17.19 on Friday, Jan. 23.
Wyeth reported $22.4 billion income in 2007, up from $20.6 billion in 2006, and the company continued to do well since then, reporting $11.7 billion in revenue for the first half of 2008, according to the complaint.
Plaintiffs claim: "On September 25, 2008, Credit Suisse's Equity Research department published a research note noting that Wyeth shares represented an opportunity for the Value Investor, as its shares were trading at just above their 4-year low at $37.76. According to the note: 'Our sum of the Parts Analysis implies a price of $52, roughly 38% upside to Wyeth's $37.76 closing price today. In fact, assuming the biologics business alone (led by Enbrel and Prevnar) is worth $44, the value of just the biologics business is 117% of the current share price.'"
Shareholders cite a Sunday story in The New York Times: "On January 25, 2009, The New York Times reported that 'Pfizer appears to be taking advantage of the bad market for credit to buy Wyeth at a lower price than it might fetch if competing bids emerged, which analysts do not expect.' The article, citing Barbara Ryan, an analyst at Deutsche Bank stated: 'They have a unique opportunity now because not everybody can get that capital. They're probably one of the few companies in the world that can get that capital. These are going to be among the best companies in the U.S. to extend credit to.'
"On January 26, 2008, Forbes reported that the Proposed Transaction 'will give Pfizer a much larger presence in areas where it has been viewed as weaker than the competition, namely biotech drugs and vaccines. Wyeth, which makes the top-selling vaccine for children, Prevnar, would help fill this void. Wyeth also co-markets Amgen's Enbrel biotech drug for rheumatoid arthritis. That is exactly what Pfizer needs as it looks to fill the void that will be left by Lipitor when it loses patent protection in 2010.'"
The complaint adds: "The terms of the Proposed Transaction also present Wyeth shareholders with considerable risk. The onerous terms insisted upon by Pfizer's lenders reflect how disastrous the current market is for sellers and calls into question the Individual Defendants' judgment in deciding to sell the Company at this time. The lenders can abandon their financing commitment if Pfizer's credit rating drops below certain thresholds. ...
"By agreeing to the Proposed Transaction on these terms and placing the fate of all its shareholders in the unreliable hands of the rating agencies the Board has created a huge risk for Wyeth shareholders that cannot possibly be compensated for by a larger than usual reverse termination fee.
"In their pursuit of the Proposed Transaction the Defendants have breached their duty of loyalty to Wyeth's stockholders by using their control of Wyeth to deprive the Company's public shareholders of maximum value to which they are entitled. The
Defendants have also breached the duties of loyalty, good faith and due care by not taking adequate measures to ensure that the interests of Wyeth's public shareholders are properly considered in rejecting the Proposed Acquisition.
"The Individual Defendants are in a position of control and power over Wyeth's public stockholders, and have access to internal financial information about Wyeth to which plaintiff and the Class members are not privy. Defendants are using their positions of power and control to undervalue Wyeth, to the detriment of Wyeth's shareholders."
Plaintiffs want the deal rescinded and enjoined until they get a better offer. Their lead counsel is Joseph DePalma with Lite DePalma Greenberg. |
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Missing Fla. hedge fund manager turns himself in
Legal Topics |
2009/01/27 22:35
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| A Florida hedge fund manager who disappeared this month just as he was due to pay investors $50 million turned himself in to authorities Tuesday to face federal securities and wire fraud charges. Arthur Nadel, accompanied by two attorneys, surrendered in Tampa, about an hour north of his home in Sarasota, the FBI said. He was chained at the waist and wrists when he appeared in court later Tuesday. Attorney Barry Cohen said Nadel is not violent and asked that he be released on his own recognizance. He said Nadel has emotional problems and does not pose a flight risk, but a federal judge ordered him held at least until Friday. Asked outside court where his client had been for two weeks, Cohen said, "He went away for a while just to be alone." He declined to say where exactly Nadel was, and the FBI did not provide details. Federal regulators last week sued Nadel for fraud, saying he misled investors and overstated the value of investments in six funds by about $300 million. The Securities and Exchange Commission also won a court order freezing his assets. A criminal complaint unsealed Tuesday in federal court in Manhattan alleges Nadel has been defrauding investors since 2004. Nadel, 76, disappeared Jan. 14 after telling his wife in a note that he felt guilty. He also threatened to kill himself, according to the Sarasota County Sheriff's Office. Police found his green Subaru the next day in an airport parking lot. In a lawsuit filed in federal court in Tampa, the SEC said Nadel recently transferred at least $1.25 million from two funds to secret bank accounts that he controlled. |
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Sludge company's ex-representative pleads guilty
Legal Topics |
2009/01/27 22:32
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| A former representative of a Texas company pleaded guilty Monday to federal bribery conspiracy, admitting a multiyear scheme to win a sludge recycling contract through cash and trips for Detroit officials. Jim Rosendall's cooperation with the FBI led prosecutors to recommend a sentence of no more than 11 months in prison, well below the five-year maximum. The company used cash and plane trips to Las Vegas to curry favor with Detroit officials and win the $47 million contract to recycle sludge, according to a criminal charge unsealed earlier in the day. The city officials were not identified. The influence-peddling game reached a climax in fall 2007 when a city council member accepted payments to vote in favor of a deal with Synagro Technologies, the government alleges. The contract was approved, 5-4, in November 2007. "People expected me to give things to get their support," Rosendall, former president of Synagro of Michigan, said in court. Earlier Monday, Mayor Ken Cockrel Jr. addressed speculation about a federal investigation into the conduct of city government members. "I think we'll have to see how it plays out," he said. Rosendall's guilty plea comes more than four months after Kwame Kilpatrick resigned as mayor and went to jail in a sex-and-text scandal after admitting he lied during a civil trial to cover up a torrid affair with his chief of staff. |
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