Company Settles Charges Over Undisclosed Perks and Improper Use of Non-GAAP Measures

The Securities and Exchange Commission today announced that New York-based marketing company MDC Partners has agreed to pay a $1.5 million penalty to settle charges that it failed to disclose certain perks enjoyed by its then-CEO and separately violated non-GAAP financial measure disclosure rules.

The SEC’s order finds that MDC Partners disclosed an annual $500,000 perquisite allowance for its senior-most executive, but failed to disclose additional personal benefits the company paid on the CEO’s behalf such as private aircraft usage, club memberships, cosmetic surgery, yacht and sports car expenses, jewelry, charitable donations, pet care, and personal travel expenses.  The CEO later resigned and returned $11.285 million worth of perks, personal expense reimbursements, and other items of value improperly received from 2009 to 2014.

“Compensation paid to high-ranking executives must be fully disclosed,” said Stephanie Avakian, Acting Director of the SEC’s Division of Enforcement.  “MDC Partners failed to give its shareholders all of the relevant information about how its top executive was being compensated by the company.”

The SEC’s order also finds improper use of non-GAAP measures, which are allowed under SEC rules to convey information to investors that a company believes is relevant and useful in understanding performance.  But non-GAAP measures must be accurate and must be reconciled to the appropriate GAAP measures so investors and analysts can compare them.  According to the SEC’s order, MDC Partners presented a metric called “organic revenue growth” that represented the company’s growth in revenue excluding the effects of two reconciling items: acquisitions and foreign exchange impacts.  But from the second quarter of 2012 to year end 2013, MDC Partners incorporated a third reconciling item into its calculation without informing investors of the change, which resulted in higher “organic revenue growth” results.  MDC Partners also failed to give GAAP metrics equal or greater prominence to non-GAAP metrics in its earnings releases.

“The reason these rules are in place is so investors can compare non-GAAP financial measures to those consistently defined under GAAP requirements,” said G. Jeffrey Boujoukos, Director of the SEC’s Philadelphia Regional Office.  “The lack of equal or greater prominence for GAAP measures is a practice that we will continue to focus upon.”

MDC Partners consented to the SEC’s cease-and-desist order without admitting or denying the findings.

The SEC’s continuing investigation is being conducted by Brendan P. McGlynn, Oreste P. McClung, Lisa M. Candera, and Brian R. Higgins of the Philadelphia office, and supervised by Mr. Boujoukos.

SEC Deputy Chief of Staff Nathaniel Stankard to Leave Agency

The Securities and Exchange Commission today announced that Nathaniel Stankard, deputy chief of staff for policy, will be leaving the agency. 

Since being named deputy chief of staff in May 2013, Mr. Stankard has served as a senior advisor to Chair Mary Jo White on a broad range of complex legal and policy matters, including all aspects of rulemakings before the Commission, significant market events, and the agency’s implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act.  He has also been responsible for coordinating teams from across the agency to implement the rulemaking agenda of the Commission and has served as the Chair’s principal policy liaison to the Financial Stability Oversight Council and other federal financial regulators.

SEC Chair Mary Jo White said, “Nathaniel is brilliant, always provides thoughtful and sound legal advice, and has extraordinary judgment.  He is truly a key reason why so many important rules got done.  He is a person of the highest character and unparalleled capability, always doing what is right and just on behalf of America’s investors and our markets. I could not be more fortunate, proud, or grateful to have had Nathaniel as such an integral part of my team.”

“The strength of the Commission is rooted in its staff, and I have been privileged to work closely with extraordinary teams from across the agency to enhance the Commission’s oversight of the securities markets,” said Mr. Stankard.  “I am deeply grateful for the opportunity to serve under Chair White’s leadership to protect investors.”

During Mr. Stankard’s time working with Chair White, the Commission advanced more than 50 major rulemakings, including significant measures addressing equity market structure, asset management, corporate disclosures, over-the-counter derivatives, capital raising by smaller issuers, credit rating agency operations, asset-backed securities, clearance and settlement, and municipal advisors.

Mr. Stankard joined the Commission in June 2010 as counsel to the director of the Division of Trading and Markets.  Previously, he was an executive director at Morgan Stanley and an associate at the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Mr. Stankard earned his law degree cum laude from Harvard Law School and his undergraduate degree in economics magna cum laude from Oberlin College.

SEC Deputy Chief of Staff Nathaniel Stankard to Leave Agency

The Securities and Exchange Commission today announced that Nathaniel Stankard, deputy chief of staff for policy, will be leaving the agency. 

Since being named deputy chief of staff in May 2013, Mr. Stankard has served as a senior advisor to Chair Mary Jo White on a broad range of complex legal and policy matters, including all aspects of rulemakings before the Commission, significant market events, and the agency’s implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act.  He has also been responsible for coordinating teams from across the agency to implement the rulemaking agenda of the Commission and has served as the Chair’s principal policy liaison to the Financial Stability Oversight Council and other federal financial regulators.

SEC Chair Mary Jo White said, “Nathaniel is brilliant, always provides thoughtful and sound legal advice, and has extraordinary judgment.  He is truly a key reason why so many important rules got done.  He is a person of the highest character and unparalleled capability, always doing what is right and just on behalf of America’s investors and our markets. I could not be more fortunate, proud, or grateful to have had Nathaniel as such an integral part of my team.”

“The strength of the Commission is rooted in its staff, and I have been privileged to work closely with extraordinary teams from across the agency to enhance the Commission’s oversight of the securities markets,” said Mr. Stankard.  “I am deeply grateful for the opportunity to serve under Chair White’s leadership to protect investors.”

During Mr. Stankard’s time working with Chair White, the Commission advanced more than 50 major rulemakings, including significant measures addressing equity market structure, asset management, corporate disclosures, over-the-counter derivatives, capital raising by smaller issuers, credit rating agency operations, asset-backed securities, clearance and settlement, and municipal advisors.

Mr. Stankard joined the Commission in June 2010 as counsel to the director of the Division of Trading and Markets.  Previously, he was an executive director at Morgan Stanley and an associate at the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Mr. Stankard earned his law degree cum laude from Harvard Law School and his undergraduate degree in economics magna cum laude from Oberlin College.

SEC Deputy Chief of Staff Nathaniel Stankard to Leave Agency

The Securities and Exchange Commission today announced that Nathaniel Stankard, deputy chief of staff for policy, will be leaving the agency. 

Since being named deputy chief of staff in May 2013, Mr. Stankard has served as a senior advisor to Chair Mary Jo White on a broad range of complex legal and policy matters, including all aspects of rulemakings before the Commission, significant market events, and the agency’s implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act.  He has also been responsible for coordinating teams from across the agency to implement the rulemaking agenda of the Commission and has served as the Chair’s principal policy liaison to the Financial Stability Oversight Council and other federal financial regulators.

SEC Chair Mary Jo White said, “Nathaniel is brilliant, always provides thoughtful and sound legal advice, and has extraordinary judgment.  He is truly a key reason why so many important rules got done.  He is a person of the highest character and unparalleled capability, always doing what is right and just on behalf of America’s investors and our markets. I could not be more fortunate, proud, or grateful to have had Nathaniel as such an integral part of my team.”

“The strength of the Commission is rooted in its staff, and I have been privileged to work closely with extraordinary teams from across the agency to enhance the Commission’s oversight of the securities markets,” said Mr. Stankard.  “I am deeply grateful for the opportunity to serve under Chair White’s leadership to protect investors.”

During Mr. Stankard’s time working with Chair White, the Commission advanced more than 50 major rulemakings, including significant measures addressing equity market structure, asset management, corporate disclosures, over-the-counter derivatives, capital raising by smaller issuers, credit rating agency operations, asset-backed securities, clearance and settlement, and municipal advisors.

Mr. Stankard joined the Commission in June 2010 as counsel to the director of the Division of Trading and Markets.  Previously, he was an executive director at Morgan Stanley and an associate at the law firm of Cleary Gottlieb Steen & Hamilton LLP.

Mr. Stankard earned his law degree cum laude from Harvard Law School and his undergraduate degree in economics magna cum laude from Oberlin College.

General Motors Charged With Accounting Control Failures

The Securities and Exchange Commission today announced that General Motors has agreed to pay a $1 million penalty to settle charges that deficient internal accounting controls prevented the company from properly assessing the potential impact on its financial statements of a defective ignition switch found in some vehicles.

According to the SEC’s order, when loss contingencies such as a potential vehicle recall arise, accounting guidance requires companies like General Motors to assess the likelihood of whether the potential recall will occur, and provide an estimate of the associated loss or range of loss or otherwise provide a statement that such an estimate cannot be made.  The SEC’s order finds that the company’s internal investigation involving the defective ignition switch wasn’t brought to the attention of its accountants until November 2013 even though other General Motors personnel understood in the spring of 2012 that there was a safety issue at hand.  Therefore, during at least an 18-month period, accountants at General Motors did not properly evaluate the likelihood of a recall occurring or the potential losses resulting from a recall of cars with the defective ignition switch.   

“Internal accounting controls at General Motors failed to consider relevant accounting guidance when it came to considering disclosure of potential vehicle recalls,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office.  “Proper consideration of loss contingencies and assessment of the need for disclosure are vital to the preparation of financial statements that conform with Generally Accepted Accounting Principles.” 

Without admitting or denying the charges, General Motors consented to the SEC’s order finding that the company violated Section 13(b)(2)(B) of the Securities Exchange Act by not devising and maintaining a sufficient system of internal accounting controls.

The SEC’s investigation was conducted by Peter Pizzani, Lisa Knoop, Scott York, and Thomas P. Smith Jr.  The case was supervised by Sanjay Wadhwa.

Medical Device Company Charged With Accounting Failures and FCPA Violations

The Securities and Exchange Commission today announced that Texas-based medical device company Orthofix International has agreed to admit wrongdoing and pay more than $14 million to settle charges that it improperly booked revenue in certain instances and made improper payments to doctors at government-owned hospitals in Brazil in order to increase sales.

Four then-executives at Orthofix also agreed to pay penalties to settle cases related to the accounting failures, which according to the SEC’s order involved Orthofix improperly recording certain revenue as soon as a product was shipped despite contingencies requiring certain events to occur in order to receive payment in the transaction.  In other instances, Orthofix immediately recorded revenue when it had provided customers with significant extensions of time to make payments.  The accounting failures caused the company to materially misstate certain financial statements from at least 2011 to the first quarter of 2013.

“Orthofix’s accounting failures were widespread and significant, causing Orthofix to make false statements to the public about its financial condition,” said Antonia Chion, Associate Director in the SEC’s Enforcement Division.

The SEC’s order further finds that Orthofix violated the Foreign Corrupt Practices Act (FCPA) when its subsidiary in Brazil schemed to use high discounts and make improper payments through third-party commercial representatives and distributors to induce doctors under government employment to use Orthofix’s products.  Fake invoices were used for purported services.

Kara N. Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, added, “Orthofix did not have adequate internal controls across all its subsidiaries and failed to detect and prevent the improper payments in Brazil that were intended to boost sales.”

Orthofix agreed to pay an $8.25 million penalty to resolve the accounting violations and more than $6 million in disgorgement and penalties to settle the FCPA charges.  The company agreed to retain an independent compliance consultant for one year to review and test its FCPA compliance program.  The SEC’s order noted Orthofix’s cooperation and remedial acts.

Jeff Hammel, a former accounting executive in Orthofix’s largest business segment, agreed to pay a $20,000 penalty and former sales executives Kenneth Mack and Bryan McMillan agreed to pay penalties of $40,000 and $25,000 respectively.  Hammel also agreed to be suspended from appearing or practicing before the SEC as an accountant, which includes not participating in the financial reporting or audits of public companies.  The SEC’s order permits Hammel to apply for reinstatement after two years.  Orthofix’s former corporate CFO Brian McCollum agreed to pay a $35,000 penalty and reimburse the company $40,885 for bonuses he received during the period when the company committed accounting violations.  The four consented to the SEC’s orders without admitting or denying the findings.

Orthofix’s then-CEO Robert Vaters, who was not charged with wrongdoing, has reimbursed the company $72,886 for cash bonuses and certain stock awards he received during the period when the company committed accounting violations.  Therefore, it wasn’t necessary for the SEC to pursue a Sarbanes-Oxley Section 304(a) clawback action against him. 

The SEC’s investigation into the accounting violations was conducted by Noel Gittens and Richard Haynes with assistance from Gregory Bockin.  It was supervised by Ricky Sachar and Ms. Chion.  The SEC’s investigation into the FCPA violations was conducted by Sana Muttalib and supervised by Ansu N. Banerjee and Ms. Brockmeyer.  The SEC appreciates the assistance of the Comissao de Valores Mobiliarios in Brazil.

SEC Charges Businessman With Misusing EB-5 Investments

The Securities and Exchange Commission today announced fraud charges against an Oakland, Calif.-based businessman accused of misusing money he raised from investors through the EB-5 immigrant investor program intended to create or preserve jobs for U.S. workers.

The SEC alleges that Thomas M. Henderson and his company San Francisco Regional Center LLC falsely claimed to foreign investors that their $500,000 investments would help create at least 10 jobs within several distinct EB-5 related businesses he created, including a nursing facility, call centers, and a dairy operation.  This would qualify the investors for a potential path to permanent U.S. residency through the EB-5 program.

But according to the SEC’s complaint, Henderson jeopardized investors’ residency prospects and combined the $100 million he raised from investors into a general fund from which he allegedly misused at least $9.6 million to purchase his home and personal items and improperly fund several personal business projects such as Bay Area restaurants that were unrelated to the companies he purportedly established to create jobs consistent with EB-5 requirements.  According to the SEC’s complaint, Henderson also improperly used $7.5 million of investor money to pay overseas marketing agents, and he shuffled millions of dollars among the EB-5 businesses to obscure his fraudulent scheme.

“We allege that Henderson exploited a program meant to create employment for Americans and abused the trust of investors seeking residency in the U.S.,” said Jina L. Choi, Director of the SEC’s San Francisco Regional Office.  “Rather than using investor funds to create jobs and develop communities as promised, Henderson allegedly played a shell game with investor money to buy his home and support personal ventures.”

The SEC is seeking a court order appointing a receiver over San Francisco Regional Center and Henderson’s other businesses involved in the alleged fraud.  The SEC’s complaint, filed in U.S. District Court for the Northern District of California, seeks preliminary injunctions as well as disgorgement of ill-gotten gains plus interest, penalties, and other relief.

The SEC’s investigation was conducted by Thomas Eme and Ellen Chen of the San Francisco office and supervised by Steven Buchholz.  The litigation will be led by Andrew Hefty and Susan LaMarca.  The SEC appreciates the assistance of the U.S. Citizenship and Immigration Services, which administers the EB-5 program.   

Allergan Paying $15 Million Penalty for Disclosure Failures During Merger Talks

The Securities and Exchange Commission today announced that Allergan Inc. has agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid.

The SEC’s order finds that Allergan failed to disclose in a timely manner its negotiations with potentially friendlier merger partners in the months following a tender offer from Valeant Pharmaceuticals International and co-bidders in June 2014.  Allergan publicly stated in a disclosure filing that the Valeant bid was inadequate and it was not engaging in negotiations that could result in a merger.  It was required to amend the filing if a material change occurred.  According to the SEC’s order, Allergan never publicly disclosed material negotiations it entered with a different company that would have made it more difficult for Valeant to acquire a larger combined entity.  And after those negotiations failed, the investing public wasn’t informed that Allergan entered into merger talks with Actavis, the company that ultimately acquired Allergan, until the announcement that a merger agreement had been executed.

“Allergan failed to fully and timely disclose information about potential merger transactions it was negotiating behind the scenes in response to the Valeant bid,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office.  “As outlined in our order, Allergan was slow to act even after SEC staff reminded the company about its disclosure obligations.”

Allergan, now a wholly owned subsidiary of Allergan plc, admitted the facts in the SEC’s cease-and-desist order finding that the company violated Section 14(d) of the Securities Exchange Act of 1934 and Rule 14d-9. 

The SEC’s investigation was conducted by John Lehmann, Mark Germann, and Charles Riely of the New York office, and the case was supervised by Sanjay Wadhwa.

10 Firms Violated Pay-to-Play Rule By Accepting Pension Fund Fees Following Campaign Contributions

The Securities and Exchange Commission today announced that 10 investment advisory firms have agreed to pay penalties ranging from $35,000 to $100,000 to settle charges that they violated the SEC’s investment adviser pay-to-play rule by receiving compensation from public pension funds within two years after campaign contributions made by the firms’ associates.

According to the SEC’s orders, investment advisers are subject to a two-year timeout from providing compensatory advisory services either directly to a government client or through a pooled investment vehicle after political contributions were made to a candidate who could influence the investment adviser selection process for a public pension fund or appoint someone with such influence.  The SEC’s orders find that these 10 firms violated the two-year timeout by accepting fees from city or state pension funds after their associates made campaign contributions to elected officials or political candidates with the potential to wield influence over those pension funds.

“The two-year timeout is intended to discourage pay-to-play practices in the investment of public money, including public pension funds,” said LeeAnn Ghazil Gaunt, Chief of the SEC Enforcement Division’s Public Finance Abuse Unit.  “Advisory firms must be mindful of the restrictions that can arise from campaign contributions made by their associates.” 

Without admitting or denying the findings, the 10 firms consented to the SEC’s orders finding they violated Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-5.  The firms are censured and must pay the following monetary penalties:

• Adams Capital Management – $45,000
• Aisling Capital – $70,456
• Alta Communications – $35,000
• Commonwealth Venture Management Corporation – $75,000
• Cypress Advisors – $35,000
• FFL Partners – $75,000
• Lime Rock Management – $75,000
• NGN Capital – $100,000
• Pershing Square Capital Management – $75,000
• The Banc Funds Company – $75,000

The SEC’s investigations were coordinated by Louis A. Randazzo, who conducted them along with Kevin B. Currid, Brian Fagel, Natalie G. Garner, William T. Salzmann, and Monique Winkler of the Public Finance Abuse Unit and Kelly Gibson and Benjamin D. Schireson of the Philadelphia Regional Office.  

Chemical and Mining Company in Chile Paying $30 Million to Resolve FCPA Cases

The Securities and Exchange Commission today announced that Chilean-based chemical and mining company Sociedad Quimica y Minera de Chile S.A. (SQM) agreed to pay more than $30 million to resolve parallel civil and criminal cases finding that it violated the Foreign Corrupt Practices Act (FCPA).

According to the SEC’s order, SQM made nearly $15 million in improper payments to Chilean political figures and others connected to them.  Most of the payments were made based on fake documentation submitted to SQM by individuals and entities posing as legitimate vendors.  The payments occurred for at least a seven-year period.

“SQM permitted millions of dollars in payments to local politicians while failing for years to exercise proper oversight over a key discretionary account and internal controls,” said Stephanie Avakian, Acting Director of the SEC Enforcement Division.

SQM agreed to pay a $15 million penalty to settle the SEC’s charges and a $15.5 million penalty as part of a deferred prosecution agreement announced today by the U.S. Department of Justice.  SQM agreed to retain an independent compliance monitor for two years and self-report to the SEC and Justice Department for one year after the monitor’s work is complete.

The SEC’s investigation, which is continuing, is being conducted by William B. McKean.  The SEC appreciates the assistance of the Department of Justice Criminal Division’s Fraud Section.

Morgan Stanley Paying $13 Million Penalty for Overbilling Clients and Violating Custody Rule

The Securities and Exchange Commission today announced that Morgan Stanley Smith Barney has agreed to pay a $13 million penalty to settle charges that it overbilled investment advisory clients due to coding and other billing system errors.  The firm also violated the custody rule pertaining to annual surprise examinations.

The SEC’s order finds that Morgan Stanley overcharged more than 149,000 advisory clients because it failed to adopt and implement compliance policies and procedures reasonably designed to ensure that clients were billed accurately according to the terms of their advisory agreements.  Morgan Stanley also failed to validate billing rates contained in the firm’s billing system against client contracts, fee billing histories, and other documentation.

According to the SEC’s order, Morgan Stanley received more than $16 million in excess fees due to the billing errors that occurred from 2002 to 2016.  Morgan Stanley has reimbursed this full amount plus interest to affected clients.

“Investors must be able to trust that their investment advisers have put appropriate safeguards in place to ensure accurate billing.  The long-running deficiencies in those safeguards at Morgan Stanley resulted in 36 different types of billing errors that caused overcharges to customers,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. 

The SEC’s order further finds that Morgan Stanley failed to comply with the annual surprise custody examination requirements for two consecutive years when it did not provide its independent public accountant with an accurate or complete list of client funds and securities for examination.  Morgan Stanley also failed to maintain and preserve client contracts.

“The custody rule’s surprise examination requirement is designed to provide clients protection against assets being misappropriated or misused,” said Sanjay Wadhwa, Senior Associate Director of the SEC’s New York office.  “Morgan Stanley failed in consecutive years to do what was required of it to give investment advisory accounts that important protection.”

Without admitting or denying the findings that it violated various provisions of the Investment Advisers Act of 1940 and related rules, Morgan Stanley consented to the SEC’s cease-and-desist order and agreed to the $13 million penalty, a censure, and undertakings related to its fee billing and books and records practices.

The SEC’s investigation was conducted by Ranah Esmaili, Kenneth Gottlieb, Nicholas Pilgrim, and Celeste Chase of the New York office, and the case was supervised by Sanjay Wadhwa.  The examination that led to the investigation was conducted by Heather Palmer, Jennifer Klein, and Anthony Fiduccia.

Michael J. Osnato Jr., Chief of Enforcement Division’s Complex Financial Instruments Unit, to Leave SEC

The Securities and Exchange Commission today announced that Michael J. Osnato Jr., Chief of the Enforcement Division’s Complex Financial Instruments Unit, is planning to leave the agency later this month.

For the past three years, Mr. Osnato led the specialized unit of 45 attorneys and industry experts in offices across the country that investigate potential misconduct related to complex financial products and practices involving sophisticated market participants.  In addition, Mr. Osnato has played a leading role in SEC programs, including the Enforcement Division’s national Cooperation Committee.

“Mike has been an insightful and innovative leader of the Enforcement Division’s unit dedicated to policing complex financial instruments and practices,” said Stephanie Avakian, Acting Director of the SEC’s Enforcement Division.  “As the financial crisis ebbed, Mike proactively refocused the unit toward instruments and practices that disadvantaged retail investors, and put a premium on smart and efficient investigative techniques.  The investing public is safer because of these efforts.”

Mr. Osnato said, “It has been a singular honor to serve alongside the talented staff of the Enforcement Division whose professionalism and commitment to fairness knows no equal.  I am particularly proud of my colleagues in the Complex Financial Instruments Unit, who have helped pave the way for the Division’s use of novel and streamlined investigative techniques and data analytics to root out the most sophisticated forms of misconduct in today’s markets.”

Under Mr. Osnato’s supervision, the SEC has brought enforcement actions that addressed a wide range of sophisticated misconduct:

• The SEC’s first three sets of charges involving issuers of structured notes, a complex financial product that typically consists of a debt security with a derivative tied to the performance of other securities, commodities, currencies, or proprietary indices, against UBS AG, Merrill Lynch, and UBS Financial Services.
• The SEC’s actions against a Big Three credit rating agency against Standard & Poor’s for post-financial crisis misconduct arising from the rating of complex debt instruments.
• The SEC’s fraud charges against a high-frequency trading firm that used algorithmically-generated rapid-fire trades to manipulate the closing prices of thousands of NASDAQ-listed stocks.
• Charges against Merrill Lynch for violating the SEC’s Customer Protection Rule through usage of complex options trades that placed customer funds at risk, the settlement of which involved admissions of wrongdoing and hundreds of millions of dollars in monetary sanctions.  
• Charges against three Morgan Stanley entities for misleading investors in a pair of residential mortgage-backed securities (RMBS) securitizations that the firms underwrote, sponsored, and issued.
• The SEC’s charges against four veteran investment bankers at Credit Suisse Group for engaging in a complex scheme to fraudulently overstate the prices of $3 billion in subprime bonds during the height of the subprime credit crisis.

Mr. Osnato joined the SEC’s Enforcement Division in September 2008.  He was promoted to assistant regional director in the SEC’s New York Office in 2010.  Prior to his arrival at the SEC, Mr. Osnato worked at Shearman & Sterling LLP and later at Linklaters LLP in New York.  He earned his bachelor’s degree from Williams College and his law degree from Fordham Law School.