The_Info_Web/20 - ORGANIZATIONS/GOVERNMENT/USA/Securities and Exchange Commission.md

---
aliases:
  - SEC
  - U.S. Securities and Exchange Commission
category: "U.S. Government"
tags:
  - Organization
  - Government
  - USA
  - Regulator
  - SecuritiesEnforcement
  - FCPA
  - BCCI
  - Vesco
  - EDGAR
  - JeffreyEpstein
  - CryptoFraud
summary: "The Securities and Exchange Commission (SEC) is a U.S. government agency responsible for regulating the securities markets and protecting investors."
start: 1934
location: "Washington, D.C."
updated: 2026-10-12
relations:
  - type: head_of
    with: "[[William J. Casey]]"
    reverse: true
    role: "chairman"
    start: 1971-04-14
    end: 1973-02-02
    fn: 3
  - type: head_of
    with: "[[Jay Clayton]]"
    reverse: true
    role: "chairman"
    start: 2017-05-04
    end: 2020-12-23
    fn: 3
  - type: employed_by
    with: "[[Stephen Cutler]]"
    reverse: true
    role: "director of the Division of Enforcement, October 2001 to April 2005"
    start: 2001-10
    end: 2005-04
    fn: 27
  - type: investigated
    with: "[[International Controls Corporation]]"
    role: "investigation of the 1970 purchase of control of Investors Overseas Services; injunctive action filed November 27, 1972"
    start: 1972-11-27
    fn: 2
  - type: prosecuted
    with: "[[Robert Vesco]]"
    role: "civil injunctive action, Southern District of New York, November 27, 1972"
    start: 1972-11-27
    fn: 2
  - type: investigated
    with: "[[Jeffrey Epstein]]"
    role: "insider-trading inquiry into St. Joe Minerals trading at Bear Stearns; testimony taken April 1, 1981"
    start: 1981-04-01
    fn: 16
  - type: investigated
    with: "[[Kamal Adham]]"
    role: "inquiry under the Foreign Corrupt Practices Act into Boeing and Lockheed arms sales to Saudi Arabia"
    fn: 15
  - type: investigated
    with: "[[Faisal Saud al-Fulaij]]"
    role: "inquiry under the Foreign Corrupt Practices Act into Boeing and Lockheed arms sales to Saudi Arabia"
    fn: 15
  - type: prosecuted
    with: "[[Bank of Credit and Commerce International]]"
    role: "SEC v. Bank of Credit and Commerce International, Civil Action No. 78-0469 (D.D.C.), consent injunctions"
    start: 1978-03-18
    fn: 12
  - type: prosecuted
    with: "[[Bert Lance]]"
    role: "civil action over the Financial General Bankshares stock purchases (permanent injunction March 18, 1978, per the News Digest; April 27, 1978, per the Senate report); separate N.D. Ga. action with the Comptroller of the Currency, April 26, 1978"
    start: 1978-03-18
    fn: 13
  - type: investigated
    with: "[[Lockheed Aircraft Company]]"
    role: "review of Lockheed's disclosure of questionable overseas payments and sales commissions"
    start: 1975
    fn: 7
  - type: investigated
    with: "[[Ghaith R. Pharaon]]"
    role: "ownership filings for CenTrust Savings, August 1987"
    start: 1987-08-12
    fn: 17
  - type: investigated
    with: "[[George W. Bush]]"
    role: "late Form 4 filings for Harken Energy stock; investigation terminated October 1993"
    start: 1991-04-09
    end: 1993-10
    fn: 21
  - type: prosecuted
    with: "[[James Guerin]]"
    role: "joint announcement with the U.S. Attorney for the Eastern District of Pennsylvania of an indictment of Guerin and twenty others, October 31, 1991"
    start: 1991-10-31
    fn: 22
  - type: prosecuted
    with: "[[Towers Financial Corporation]]"
    role: "SEC v. Towers Financial Corporation, 93 Civ. 0744 (S.D.N.Y.), February 1993"
    start: 1993-02
    fn: 25
  - type: prosecuted
    with: "[[Steven Hoffenberg]]"
    role: "SEC v. Towers Financial Corporation, 93 Civ. 0744 (S.D.N.Y.), February 1993"
    start: 1993-02
    fn: 25
  - type: prosecuted
    with: "[[Michael Rosoff]]"
    role: "civil complaint, 96 Civ. 7064 (S.D.N.Y.), September 17, 1996"
    start: 1996-09-17
    fn: 25
  - type: prosecuted
    with: "[[Earl Brian]]"
    role: "charged with inflating revenue and earnings of Financial News Network; settled without admitting or denying, July 1993"
    start: 1993-07
    fn: 26
  - type: prosecuted
    with: "[[Ralph Cioffi]]"
    role: "SEC v. Cioffi and Tannin, Civil Action No. 08 2457 (E.D.N.Y.)"
    start: 2008-06-19
    fn: 31
  - type: prosecuted
    with: "[[Matthew Tannin]]"
    role: "SEC v. Cioffi and Tannin, Civil Action No. 08 2457 (E.D.N.Y.)"
    start: 2008-06-19
    fn: 31
  - type: prosecuted
    with: "[[JPMorgan Chase]]"
    role: "Enron-related charges settled; $135 million disgorgement, penalty and interest"
    start: 2003-07-28
    fn: 28
  - type: prosecuted
    with: "[[Citigroup]]"
    role: "Enron and Dynegy-related charges settled; $120 million"
    start: 2003-07-28
    fn: 28
  - type: prosecuted
    with: "[[Goldman Sachs]]"
    role: "SEC v. Goldman, Sachs & Co. and Fabrice Tourre, synthetic CDO; $550 million settlement in 2010"
    start: 2010-04-16
    fn: 33
  - type: prosecuted
    with: "[[Goldman Sachs]]"
    role: "FCPA order over 1MDB bond deals; $606.3 million disgorgement and $400 million penalty"
    start: 2020-10-22
    fn: 35
  - type: prosecuted
    with: "[[Cantor Fitzgerald]]"
    role: "blue sheet data order, $3.2 million"
    start: 2020-04-06
    fn: 38
  - type: prosecuted
    with: "[[Cantor Fitzgerald]]"
    role: "SPAC disclosure order, $6.75 million civil penalty"
    start: 2024-12-12
    fn: 39
  - type: prosecuted
    with: "[[Samuel Bankman-Fried]]"
    role: "civil complaint, December 13, 2022"
    start: 2022-12-13
    fn: 40
  - type: prosecuted
    with: "[[Caroline Ellison]]"
    role: "civil complaint, December 21, 2022; bifurcated consent to judgment"
    start: 2022-12-21
    fn: 41
  - type: contractor_to
    with: "[[BDM Corporation]]"
    reverse: true
    role: "EDGAR system contract awarded January 3, 1989, estimated cost $52 million over eight years"
    start: 1989-01-03
    fn: 18
---

The Securities and Exchange Commission (SEC) is a U.S. government agency responsible for regulating the securities markets and protecting investors. It was founded in 1934 under the Securities Exchange Act of 1934.[^1] It brings civil actions in federal court and administrative proceedings, receives registration statements and periodic reports from public companies through the EDGAR system, and receives exempt-offering notices from private issuers.

### Vesco and International Controls, 1972 to 1974

On November 27, 1972 the commission filed an injunctive action in the United States District Court for the Southern District of New York against [[Robert Vesco]] and 41 other corporate and individual defendants for violations of the antifraud, filing and proxy provisions of the federal securities laws.[^2] The complaint alleged that Vesco caused [[International Controls Corporation]] to transfer its investments in foreign companies to entities he controlled, and it described the early 1971 purchase of 6,000,000 shares of [[Investors Overseas Services]] (IOS) from [[Bernard Cornfeld]] for approximately 5,500,000 dollars.[^2]

The commission's chairman during the investigation was [[William J. Casey]], who held the post from April 14, 1971 to February 2, 1973.[^3] The [[Supreme Court of New Jersey|New Jersey Supreme Court]]'s disciplinary opinion on [[Harry L. Sears]], a former majority leader of the New Jersey Senate, records that Sears conveyed the requests of Robert Vesco, on behalf of International Controls, to [[John N. Mitchell]], then attorney general, in two letters and three meetings, and that Vesco hoped Mitchell could induce Casey "to monitor and limit the investigation." The opinion records that Mitchell telephoned Casey and arranged a meeting between Sears and the chairman, at which Sears received assurances that International Controls could respond to the investigation and that Casey would personally review its allegations of SEC harassment.[^4] Mitchell was acquitted in April 1974 of the charges arising from a secret cash contribution by Vesco.[^5]

### Corporate payments and the Foreign Corrupt Practices Act, 1976 to 1977

On May 12, 1976 the commission, under Chairman [[Roderick M. Hills]], submitted a report on questionable and illegal corporate payments and practices to the [[Senate Committee on Banking, Housing and Urban Affairs]], in response to a March 18, 1976 letter to Chairman [[William Proxmire]]. The report stated that the commission's staff had analyzed the public disclosures of 89 corporations as of April 21, 1976, and that, with six companies that had submitted special reports as a result of enforcement actions, 95 companies had made disclosures; sixty-six of them were manufacturing companies. It stated that fourteen enforcement cases had been filed as of May 10, 1976, each ending in a consent to a permanent injunction without admitting or denying the allegations, and that in thirteen the consent decree required an independent special review committee of the company's board. It stated that about 25 formal, private investigations had not yet resulted in public enforcement actions.[^6]

The report described a voluntary disclosure program under which a company that might have a disclosure problem was to authorize an investigation by persons not involved in the activities in question, preferably reporting to outside directors, and to discuss the matter with the commission's staff before filing documents.[^6] In its summary of the enforcement action against Lockheed, the report stated that the commission had alleged secret payments of at least 25 million dollars to foreign government officials, 750,000 dollars deposited in a secret Swiss bank account, and over 200 million dollars disbursed to consultants and commission agents without adequate records.[^6] Testifying before the House Subcommittee on Consumer Protection and Finance in April 1977, [[Gordon Adams]] of the [[Council on Economic Priorities]] said that more than 350 companies had made such disclosures under the SEC program. He said that [[Lockheed Aircraft Company|Lockheed]] had disclosed about 25 million dollars in questionable overseas payments, while the SEC had raised questions about nearly 200 million dollars in Lockheed sales commissions.[^7]

The same hearing record contains a statement by Representative [[Michael J. Harrington]]. Harrington wrote, "One day it is Lockheed. Another day it is Gulf. A third day it is General Tire," describing a run of American corporations that had disclosed bribery or other payments to foreign officials. He wrote that allegations that [[Prince Bernhard of the Netherlands|Prince Bernhard]] had received 1.1 million dollars in Lockheed payments had led to his resignation from his official posts.[^7]

Harrington's statement also placed corporate payments beside [[Central Intelligence Agency|CIA]] funding. It cited the final report of the House Select Committee on Intelligence for a finding that the CIA passed 75 million dollars to Italian parties and politicians between 1948 and 1972. It reported that the [[The Wall Street Journal|Wall Street Journal]] had said government investigators were assembling "strong indications" that the CIA may have encouraged corporations to pay under-the-table cash to buy intelligence information for the U.S. government. Harrington wrote that after the disclosure of Exxon payments in [[Italy]] there was widespread press speculation that the payments were a covert mechanism for CIA funding. He quoted the same article's statement that the relationship between the intelligence community and corporate funding "has never been thoroughly examined."[^7]

Congress enacted the [[Foreign Corrupt Practices Act]] on December 19, 1977 as Title I of Public Law 95-213. The act amended the Securities Exchange Act of 1934 to make it unlawful for issuers of registered securities to make certain payments to foreign officials, and required such issuers to keep accurate books and records.[^8]

### Financial General Bankshares and BCCI, 1978

In February 1978, [[Bank of Credit and Commerce International|BCCI]] orchestrated a hostile bid for [[Financial General Bankshares]] with the help of [[Bert Lance]].[^9] The SEC filed suit against BCCI, [[Agha Hasan Abedi]], Bert Lance, and others in connection with the purchase of Financial General Bankshares stock.[^9] The nominees used by BCCI to secretly acquire Financial General Bankshares were summarily sued by the SEC for failing to declare that they were acting as a group.[^10]

The Senate report on BCCI, by Senators [[John Kerry]] and [[Hank Brown]], states that on February 7, 1978 Lance told a meeting of Financial General shareholders that the BCCI group controlled 20 percent of the stock, and that the Middendorf group of shareholders immediately complained to the SEC and the [[Federal Reserve Board|Federal Reserve]]. The Middendorf group sued on February 17, 1978. The report dates the SEC's own complaint to March 17, 1978 (its note 12 prints the year as "1078").[^11]

The report quotes a January 30, 1978 memorandum by [[Abdus Sami]], in which he wrote: "We have already given the names of Sheikh Kamal Adham and Mr. Fulaig [sic]. We want two other names immediately."[^12] The report states that the SEC was "not looking for punitive action, merely corrective action." The report states that on April 27, 1978 a federal judge permanently enjoined Lance and ten other defendants from violating the securities laws.[^12]

The commission's News Digest of March 20, 1978, under the heading "Lance, others enjoined," reported that on March 18 the U.S. District Court for the District of Columbia had entered permanent injunctions against eleven defendants for violations of Section 13(d) of the Securities Exchange Act of 1934 and the associated Schedule 13D rules, with the defendants consenting without admitting or denying the allegations. The complaint alleged that defendants acting together had acquired approximately 20 percent of the common stock of Financial General Bankshares through open market and privately negotiated purchases structured to avoid public disclosure, and that with other shares they held the defendants controlled approximately 28 percent. The defendants named included BCCI, Agha Hasan Abedi, Kamal Adham, Faisal Saud al-Fulaij, Sheikh Sultan bin Zayed Al Nahyan, Abdullah Darwaish, Eugene Metzger, J. W. Middendorf II, Stephens Inc. and Jackson T. Stephens. The digest cited the case as SEC v. Bank of Credit and Commerce International S.A., et al., Civil Action No. 78-0469 (D.D.C.), Litigation Release 8336, and reported that certain defendants represented that they intended to make a tender offer for all outstanding Financial General common stock at 15 dollars a share in cash.[^13]

On April 26, 1978 the commission and the Comptroller of the Currency announced a separate civil injunctive action in the U.S. District Court for the Northern District of Georgia against The National Bank of Georgia, The Calhoun First National Bank and Bertram Lance, alleging violations of the antifraud, reporting and proxy provisions of the securities laws. The court simultaneously entered final judgments of permanent injunction against the three defendants, who consented without admitting or denying the allegations (Civil Action No. 78-758). The digest of April 28, 1978 reported that Lance submitted a letter dated April 26 on his future plans in banking.[^14]

[[Clark Clifford]] wrote in written testimony to the Senate that four of the investors had bought stock in Financial General Bankshares "without filing certain disclosures with the Securities and Exchange Commission," and that his firm was retained to represent Lance, Abedi, BCCI, [[Mohammed bin Zayed Al Nahyan|Sheikh Mohammed bin Zayed Al Nahyan]], [[Sultan bin Zayed Al Nahyan|Sheikh Sultan bin Zayed Al Nahyan]], [[Faisal Saud al-Fulaij]] and Abdullah Darwaish.[^11]

The original 1978 filing with the commission listed [[Mohammed Rahim Motaghi Irvani]] as a 5 percent shareholder of [[Credit and Commerce American Holdings]] (CCAH), the holding company through which the BCCI group bought Financial General shares.[^15] The Senate report describes Irvani as the principal partner of [[Richard Helms]], the former CIA director, in Helms's consulting firm Safeer, and as that firm's chief financier. It says that Helms advised Irvani on how to be protected from any liability in his role as BCCI's lead front man.[^15]

The report also states that the CIA, asked by the Federal Reserve in 1981 about the Middle Eastern shareholders of CCAH, reported no derogatory information on them. The shareholders included [[Kamal Adham]] and [[A. R. (Abdul Raouf) Khalil|Abdul Raouf Khalil]], the past and then-current Saudi intelligence liaisons to the United States. The CIA did not tell the Federal Reserve that Adham and Khalil were intelligence liaisons of the United States, and did not advise it that Adham and Faisal Saud al-Fulaij, a third FGB shareholder, had been the subject of a Securities and Exchange Commission probe under the Foreign Corrupt Practices Act into violations by [[Boeing]] and Lockheed for arms sales to [[Saudi Arabia]]. The report states that Federal Reserve staff did learn of the intelligence contacts and of the probe in 1981.[^15]

### Bear Stearns and Jeffrey Epstein, 1981

[[Jeffrey Epstein]] resigned from [[Bear Stearns]] on March 12, 1981, the day after [[Seagram Company|Seagram]] announced a tender offer for [[St. Joe Minerals]]. The commission was investigating trading in St. Joe at Bear Stearns and other firms, had been told that Epstein had information about insider trading at Bear Stearns, and took his testimony on April 1, 1981 through staff attorneys [[Jonathan Harris]] and [[Robert Blackburn]]. The journalist [[Vicky Ward]] wrote in 2003 that Epstein told the commission he had found management's handling of a possible "Reg D" violation "offensive."[^16]

### Ghaith Pharaon and CenTrust, 1987

On August 12, 1987 [[Ghaith R. Pharaon]] filed disclosure statements with the commission stating that he had bought 16.9 percent of the common stock of [[CenTrust Savings]] and 24.4 percent of its Series One participating preferred stock. The Senate report describes the holding as just under the 25 percent that would constitute legal control of CenTrust, and concludes that "at the very time that BCCI was under indictment in Tampa, Florida for money laundering, it had secretly acquired and controlled the largest S&L in Florida, CenTrust."[^17]

### EDGAR contract, 1989

The commission's News Digest for January 4, 1989 announced that on January 3 it had awarded a contract to build the electronic data gathering, analysis and retrieval system to the [[BDM Corporation]], bidding with [[Mead Data Central]], [[Sorg, Inc.]] and [[Bechtel Information Systems]]. The digest gave an expected term of eight years and an estimated total cost to the government of about 52 million dollars.[^18] The [[Baltimore Sun]] of January 5, 1989 reported that, after a delay of more than two years, the commission awarded a 52 million dollar contract to a consortium led by BDM Corp. of [[McLean, Virginia]], which the paper called "a subsidiary of the Ford Motor Co." The eight-year contract provided for BDM to design and install a computer to accept and disseminate all SEC filings by more than 11,000 publicly traded companies and 2,700 investment firms, and the paper reported the commission's estimate of more than 170 million dollars in savings.[^19]

### Harken Energy and George W. Bush, 1990 to 1993

A commission memorandum drafted for the files on April 9, 1991, as the [[Center for Public Integrity]] reported it, noted that [[George W. Bush]] had on four occasions filed late Form 4 reports for [[Harken Energy]] stock transactions worth more than one million dollars. The tardiest, 34 weeks late, reported his June 22, 1990 sale of 212,140 shares.[^20] [[Salon]] reported that the commission did not receive the Form 4 for that sale until March 4, 1991.[^21] In an October 1993 memorandum the commission stated that the investigation had been terminated as to Bush's conduct and that no enforcement action was contemplated at that time, adding that the termination "must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result."[^21]

### International Signal and Control and James Guerin, 1991

On October 31, 1991 the commission and the U.S. Attorney for the Eastern District of Pennsylvania announced the indictment of [[James Guerin]] and twenty others in "a billion dollars in phony contracts," with laundering of 700,000,000 dollars and smuggling of weapons and restricted commodities.[^22] Guerin ran [[International Signal and Control]], whose special proxy board included [[Bobby Ray Inman]], a former CIA deputy director, according to a 1989 report in [[The Washington Post|Washington Post]].[^23] [[Kenneth R. Timmerman]] wrote that Guerin "claimed he had received quiet approval from the CIA."[^24]

### Towers Financial and Steven Hoffenberg, 1993 to 1996

In February 1993 the commission sued [[Towers Financial Corporation]], [[Steven Hoffenberg]], [[Mitchell Brater]] and [[Arthur J. Ferro]] before Judge [[Whitman Knapp]]. Towers filed for protection under Chapter 11 that March.[^25] On September 17, 1996 the commission sued Michael Rosoff, Towers' former chief legal officer, for participating in offering documents that described promissory notes as insured and fully collateralized. The commission described the Towers operation as a huge Ponzi scheme that ran for five years.[^25]

### Earl Brian and Financial News Network, 1993

In July 1993 the commission charged [[Earl Brian]] and three others with fraudulently inflating the revenue and earnings of the [[Financial News Network]], the [[Los Angeles]] cable channel controlled with [[United Press International]] by his holding company Infotechnology, Inc. He settled without admitting or denying the charges and consented to a permanent injunction.[^26]

### September 11 attacks, 2001

On September 19, 2001 the acting director of enforcement, [[Stephen Cutler]], stated that the commission had received reports that those associated with the [[September 11 attacks]] "may have sought to exploit our securities markets to profit from those activities," that it had "drawn no conclusions," and that speculation about its conclusions "has absolutely no foundation in fact."[^27]

### Enron settlements, 2003

On July 28, 2003 the commission settled with [[JPMorgan Chase]] and [[Citigroup]] over their roles in the manipulation of [[Enron Corporation|Enron]]'s financial statements. The commission stated that each institution had characterized what were essentially loan proceeds as cash from operating activities. JPMorgan Chase consented to a final judgment in a civil action in [[Texas]] requiring 135 million dollars in disgorgement, penalty and interest. Citigroup consented to an administrative order requiring 120 million dollars, of which 101 million related to Enron and 19 million to [[Dynegy]].[^28]

The commission announced on April 14, 2005 that Stephen Cutler would leave.[^29] He joined [[WilmerHale]] in October 2005 and was named general counsel of JPMorgan Chase in December 2006, effective February 2007.[^30]

### Bear Stearns hedge funds, 2008

On June 19, 2008 the commission charged two former [[Bear Stearns Asset Management]] portfolio managers, [[Ralph Cioffi]] and [[Matthew Tannin]], with fraudulently misleading investors about the financial state of the firm's two largest hedge funds before the funds collapsed in June 2007. The same day the U.S. Attorney's Office for the Eastern District of New York announced their indictment on conspiracy and fraud charges.[^31] [[Fox Business]] reported in 2019 that Epstein had put about 60 million dollars into the Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Fund, "making him one of its largest investors."[^32]

### Goldman Sachs, 2010 and 2020

On April 16, 2010 the commission sued [[Goldman Sachs]] and [[Fabrice Tourre]] over the structuring and marketing of a synthetic collateralized debt obligation.[^33] In July 2010 Goldman Sachs agreed to pay a record 550 million dollars to settle charges related to a subprime mortgage CDO.[^34]

On October 22, 2020 the commission ordered Goldman Sachs to disgorge 606.3 million dollars, deemed satisfied by a payment to the government of [[Malaysia]] and [[1Malaysia Development Berhad|1MDB]], and to pay a civil penalty of 400 million dollars. The order found that former senior Goldman employees had paid bribes and kickbacks to officials in Malaysia and the [[Abu Dhabi|Emirate of Abu Dhabi]], in violation of the Foreign Corrupt Practices Act, in connection with the 2012 and 2013 bond deals.[^35]

### Jed Rakoff and the Citigroup settlement, 2011

On October 19, 2011 the commission sued Citigroup Global Markets Inc. in the Southern District of New York (No. 11 Civ. 7387) over a roughly billion-dollar collateralized debt obligation, Class V Funding III, and presented a proposed consent judgment at the same time. The complaint charged negligence under Sections 17(a)(2) and (3) of the Securities Act. The proposed judgment required Citigroup to disgorge 160 million dollars in profits plus 30 million dollars in interest and to pay a 95 million dollar civil penalty, without admitting or denying the allegations. On November 28, 2011 Judge [[Jed Rakoff]] refused to approve it. The opinion stated that investors had lost more than 700 million dollars, called the civil penalty "pocket change to any entity as large as Citigroup," noted that the commission's own account described Citigroup as a recidivist, and concluded that the court had not been provided with "any proven or admitted facts upon which to exercise even a modest degree of independent judgment."[^36]

### Apollo Global Management and the Dechert memorandum, 2020 to 2021

The conflicts committee of the board of [[Apollo Global Management]] retained [[Dechert]] as outside counsel to conduct an independent review of information concerning [[Leon Black]]. The Dechert report was attached to a Form 8-K filed with the commission on January 25, 2021.[^37]

### Cantor Fitzgerald, 2020 and 2024

On April 6, 2020 the commission announced that [[Cantor Fitzgerald]] & Co. had agreed to pay 3.2 million dollars over deficient "blue sheet" trading data. According to the order, for almost five years the firm's submissions contained missing or inaccurate data for approximately 35 million transactions.[^38] On December 12, 2024 the commission announced that Cantor Fitzgerald, L.P. had agreed to pay a 6.75 million dollar civil penalty. The order found that negotiations with View and Satellogic had already commenced at the time of the disclosures concerning the Cantor-sponsored [[special-purpose acquisition company|SPACs]] CF Finance II and CF V.[^39]

### FTX and Alameda Research, 2022

On December 13, 2022 the commission charged [[Samuel Bankman-Fried]] with orchestrating a scheme to defraud equity investors in [[FTX]], which it said had raised more than 1.8 billion dollars from equity investors since at least May 2019.[^40] On December 21, 2022 it charged [[Caroline Ellison]], the former chief executive of [[Alameda Research]], and Zixiao "Gary" Wang, FTX's former chief technology officer, for their roles in manipulating the price of the FTT token and in the undisclosed loans of customer assets to Alameda.[^41]

### Commission leadership and the Epstein matters, 2017 to 2025

[[Jay Clayton]] chaired the commission from May 4, 2017 to December 23, 2020.[^3] The Senate confirmed Clayton as a member of the commission on May 2, 2017 by a vote of 61 to 37 (nomination PN47).[^42] In June 2020 Attorney General [[William Barr]] announced that [[Geoffrey Berman]], the U.S. attorney for the [[U.S. Attorney's Office for the Southern District of New York|Southern District of New York]], was stepping down and that the president would nominate Clayton to replace him. Berman said he had no intention of resigning, and Barr then told him in a letter that he had asked the president to remove him, and the president had done so. New York Senators [[Chuck Schumer]] and [[Kirsten Gillibrand]] called on Clayton to withdraw his name from the nomination. CNBC reported these events on June 20, 2020.[^43] On November 14, 2025 The Washington Times reported that Attorney General [[Pam Bondi]] had tapped Clayton, then acting U.S. attorney, to probe Democrats' ties to Epstein.[^44]

### Regulation A and Form D filings

[[To The Stars Academy of Arts & Science]] filed an offering statement on Form 1-A with the commission on August 15, 2017, amended it on September 1 and September 18, 2017, and filed a Form 253G2 offering circular on September 29, 2017.[^45] The circular listed [[Tom DeLonge]] as president, chief executive officer and director; [[Jim Semivan|James Semivan]] as vice president of operations and director; [[Hal Puthoff|Harold Puthoff]] as vice president of science and technology and director; Louis Tommasino as chief financial officer; Kari DeLonge as chief content officer; and Lisa Clifford as secretary. It named an advisory board of [[Christopher Mellon]], Adele Gilpin, Norman Kahn, [[Colm Kelleher]], [[Garry Nolan]] and Paul Rapp, and stated that in May 2017 the company issued 12,500,000 shares of Class A common stock and 5,400 shares of Class B common stock to Gravity Holdings, LLC, JimSemI, LLC and Harold Puthoff.[^46] The company later filed further Regulation A offering statements on Form 1-A (February 12, 2019; June 23, 2020; March 16, 2022) and annual reports on Form 1-K, the latest on April 29, 2026. Its most recent filing in its EDGAR submissions is a semiannual Form 1-SA filed September 18, 2026.[^45]

Private issuers also file Form D notices of exempt offerings. Minerva Project, Inc. filed one on April 6, 2012 that listed [[Ben Nelson]] as an executive officer and director.[^47]

### Footnotes

[^1]: U.S. Securities and Exchange Commission, "What We Do," https://www.sec.gov/about/what-we-do (founding in 1934 and mission statement).
[^2]: U.S. Securities and Exchange Commission, News Digest, November 28, 1972 (announcement of the November 27, 1972 complaint against Robert L. Vesco and 41 other defendants; transfers from International Controls Corp.; purchase of 6,000,000 shares of Investors Overseas Services from Bernard Cornfeld for approximately $5,500,000 in early 1971). https://www.sec.gov/news/digest/1972/dig112872.pdf
[^3]: U.S. Securities and Exchange Commission, "Historical Summary of Chairmen and Commissioners" (William Casey, Chairman, April 14, 1971 to February 2, 1973; Jay Clayton, Chairman, May 4, 2017 to December 23, 2020). https://www.sec.gov/about/sec-commissioners/sec-historical-summary-chairmen-commissioners
[^4]: In re Sears, 71 N.J. 175 (1976) (Supreme Court of New Jersey disciplinary opinion; the request that Mitchell induce Casey "to monitor and limit the investigation"; the meeting Mitchell arranged between Sears and Casey). https://static.case.law/nj/71/cases/0175-01.json
[^5]: Associated Press, "Jury acquits Mitchell, Stans," State News (Michigan State University), April 29, 1974, p. 1. https://archive.lib.msu.edu/DMC/state_news/1974/state_news_19740429.pdf
[^6]: U.S. Securities and Exchange Commission, Report of the Securities and Exchange Commission on Questionable and Illegal Corporate Payments and Practices to the Senate Banking, Housing and Urban Affairs Committee, May 12, 1976, reproduced in Securities Regulation and Law Report No. 353 (Bureau of National Affairs), May 19, 1976, Special Supplement, pp. 1 to 45 (introduction; Part I, "The Voluntary Disclosure Program"; Exhibit B, Lockheed Aircraft Corporation). https://sechistorical.org/wp-content/uploads/1976_0512_SECQuestionable.pdf
[^7]: Unlawful Corporate Payments Act of 1977, Hearings on H.R. 3815 and H.R. 1602 before the Subcommittee on Consumer Protection and Finance of the Committee on Interstate and Foreign Commerce, House of Representatives, 95th Congress, 1st session, April 20 and 21, 1977 (Serial No. 95-11). Statement of Gordon Adams, Director of Military Research, Council on Economic Priorities (beginning p. 26, including the passages on the voluntary disclosure program and Lockheed); statement of Rep. Michael J. Harrington (pp. 168-173, including the passages on Lockheed, Prince Bernhard, the House Select Committee on Intelligence, the Exxon payments and the Wall Street Journal report). https://www.govinfo.gov/content/pkg/CHRG-95hhrg91391O/pdf/CHRG-95hhrg91391O.pdf
[^8]: Foreign Corrupt Practices Act of 1977, Pub. L. 95-213, Title I, 91 Stat. 1494 (December 19, 1977). https://www.govinfo.gov/content/pkg/STATUTE-91/pdf/STATUTE-91-Pg1494.pdf
[^9]: Beaty, Jonathan and Gwynne, S. C. The Outlaw Bank: A Wild Ride into the Secret Heart of BCCI. New York: Random House, 1993, p. 12.
[^10]: Beaty, Jonathan and Gwynne, S. C. The Outlaw Bank: A Wild Ride into the Secret Heart of BCCI. New York: Random House, 1993, p. 183.
[^11]: Kerry, Senator John, and Senator Hank Brown. The BCCI Affair: A Report to the Committee on Foreign Relations, United States Senate. December 1992, ch. 6, "BCCI in the United States: Initial Entry" (February 7, 1978 shareholder meeting; Middendorf group complaints and suit of February 17, 1978; the SEC civil complaint, which the report's note 12 dates to March 17, 1978; Clifford's written testimony). https://irp.fas.org/congress/1992_rpt/bcci/06early.htm
[^12]: Kerry and Brown, The BCCI Affair, ch. 6 (January 30, 1978 Sami memorandum and its description of the strategy to circumvent SEC disclosure rules; the SEC's "not looking for punitive action, merely corrective action" passage; the April 27, 1978 order enjoining Lance and ten other defendants and the consent decree issued with it). https://irp.fas.org/congress/1992_rpt/bcci/06early.htm
[^13]: U.S. Securities and Exchange Commission, News Digest, Issue 78-54, March 20, 1978, "Lance, Others Enjoined" (SEC v. Bank of Credit and Commerce International S.A., et al., U.S.D.C. D.C., Civil Action No. 78-0469, LR-8336). https://www.sec.gov/news/digest/1978/dig032078.pdf
[^14]: U.S. Securities and Exchange Commission, News Digest, April 28, 1978 (SEC and Comptroller of the Currency v. The National Bank of Georgia, The Calhoun First National Bank, Bertram Lance, U.S.D.C. N.D. Ga., Atlanta Division, Civil Action No. 78-758). https://www.sec.gov/news/digest/1978/dig042878.pdf
[^15]: Kerry and Brown, The BCCI Affair, ch. 11, "BCCI, the CIA and Foreign Intelligence" (Irvani and Helms; the CIA's reply to the Federal Reserve; the Adham and Fulaij Foreign Corrupt Practices Act probe; note 11: staff interview, Virgil Mattingly, Federal Reserve, June 1991, and review of Federal Reserve documents). https://irp.fas.org/congress/1992_rpt/bcci/11intel.htm
[^16]: Vicky Ward, "The Talented Mr. Epstein," Vanity Fair, March 2003 (the March 12, 1981 resignation, the April 1, 1981 SEC testimony taken by Jonathan Harris and Robert Blackburn, and Epstein's description of management's handling of a possible "Reg D" violation as "offensive"). https://vickyward.com/article/the-talented-mr-epstein/
[^17]: Kerry and Brown, The BCCI Affair, ch. 7, "BCCI in the United States: Later Acquisitions" (Pharaon's disclosure statements to the SEC of 16.9 percent of CenTrust common stock and 24.4 percent of its Series One preferred; the conclusion quoted on BCCI's control of CenTrust). https://irp.fas.org/congress/1992_rpt/bcci/07later.htm
[^18]: U.S. Securities and Exchange Commission, News Digest, January 4, 1989, "SEC Names Contractor for EDGAR System" (Press Release 89-1): contract awarded January 3, 1989 to BDM Corporation, bidding with Mead Data Central, Inc., Sorg, Inc., and Bechtel Information Systems; expected term of eight years; estimated total cost to the government of approximately $52 million. https://sec.gov/news/digest/1989/dig010489.pdf
[^19]: "SEC awards data pact," Business Briefly, Baltimore Sun (Baltimore), January 5, 1989, p. 1D, https://www.newspapers.com/image/378257935/
[^20]: Knut Royce, "Bush violated security laws four times, SEC report says," Center for Public Integrity, October 4, 2000 (describing the April 9, 1991 SEC memorandum). https://publicintegrity.org/politics/bush-violated-security-laws-four-times-sec-report-says/
[^21]: Salon, "Harken," July 13, 2002 (the March 4, 1991 receipt of the Form 4 and the October 1993 SEC memorandum, including the statement that termination "must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result"). https://www.salon.com/2002/07/13/harken/
[^22]: U.S. Securities and Exchange Commission, News Digest, November 7, 1991 (Litigation Release LR-13077, announced October 31, 1991, Eastern District of Pennsylvania, Crim. Nos. 91-601 and 91-602). https://www.sec.gov/news/digest/1991/dig110791.pdf
[^23]: Glenn Frankel, "British Firm Claims It Was Duped by Pa. Arms Maker," Washington Post, September 29, 1989 (the special proxy board including Bobby Ray Inman). https://www.washingtonpost.com/archive/business/1989/09/29/british-firm-claims-it-was-duped-by-pa-arms-maker/5b675f69-e5e0-4c25-9aee-ced8b8e07efa/
[^24]: Kenneth R. Timmerman, The Death Lobby: How the West Armed Iraq (Boston: Houghton Mifflin, 1991), pp. 168 to 169.
[^25]: U.S. Securities and Exchange Commission, Litigation Release No. 15053, SEC v. Michael Rosoff, 96 Civ. 7064 (WK) (S.D.N.Y.), September 17, 1996 (describing the Towers scheme and cross-referencing Litigation Release No. 13514, SEC v. Towers Financial Corporation, Steven Hoffenberg, Mitchell Brater, and Arthur J. Ferro, 93 Civ. 0744 (WK) (S.D.N.Y.), February 1993). https://www.sec.gov/litigation/litreleases/lr15053.txt
[^26]: Debra Gersh, "SEC Accuses Former UPI Chief of Fraud," Editor & Publisher, July 10, 1993; "Former UPI execs charged with fraud," United Press International, September 6, 1995. https://www.upi.com/Archives/1995/09/06/Former-UPI-execs-charged-with-fraud/3824810360000/
[^27]: U.S. Securities and Exchange Commission, "Statement by Acting Director of Enforcement Stephen Cutler," Press Release 2001-96, September 19, 2001. https://www.sec.gov/newsroom/press-releases/2001-96-statement-acting-director-enforcement-stephen-cutler
[^28]: U.S. Securities and Exchange Commission, "SEC Settles Enforcement Proceedings against J.P. Morgan Chase and Citigroup," Press Release 2003-87, July 28, 2003. https://www.sec.gov/news/press/2003-87.htm
[^29]: U.S. Securities and Exchange Commission, "Enforcement Director Stephen M. Cutler to Leave SEC," Press Release 2005-56, April 14, 2005. https://www.sec.gov/news/press/2005-56.htm
[^30]: JPMorgan Chase & Co., Form 10-K for fiscal year 2006, "Executive officers of the registrant" (Stephen M. Cutler: General Counsel since February 2007; partner and co-chair of the Securities Department at WilmerHale since October 2005).
[^31]: U.S. Securities and Exchange Commission, Litigation Release No. 20625, SEC v. Ralph R. Cioffi and Matthew M. Tannin, Civil Action No. 08 2457 (FB) (E.D.N.Y.), June 19, 2008. https://www.sec.gov/files/litigation/litreleases/2008/lr20625.htm
[^32]: Charles Gasparino and Lydia Moynihan, "The woes of Jeffrey Epstein: How he maintained Wall Street connections while downplaying child sex accusations," Fox Business, August 10, 2019. https://www.foxbusiness.com/features/jeffrey-epstein-wall-street-connections-child-sex-trafficking
[^33]: U.S. Securities and Exchange Commission, Litigation Release No. 21489, April 16, 2010, SEC v. Goldman, Sachs & Co. and Fabrice Tourre, 10 Civ. 3229 (S.D.N.Y.). https://www.sec.gov/litigation/litreleases/2010/lr21489.htm
[^34]: U.S. Securities and Exchange Commission, Press Release 2010-123, "Goldman Sachs to Pay Record $550 Million to Settle SEC Charges Related to Subprime Mortgage CDO," July 15, 2010. https://www.sec.gov/news/press/2010/2010-123.htm
[^35]: U.S. Securities and Exchange Commission, In the Matter of The Goldman Sachs Group, Inc., Release No. 90243, Administrative Proceeding File No. 3-20132, October 22, 2020 (disgorgement of $606,300,000 deemed satisfied by the payment to the Government of Malaysia and 1MDB; civil money penalty of $400,000,000). https://www.sec.gov/litigation/admin/2020/34-90243.pdf
[^36]: SEC v. Citigroup Global Markets Inc., No. 11 Civ. 7387 (JSR), 827 F. Supp. 2d 328 (S.D.N.Y. Nov. 28, 2011) (Rakoff, J.). https://static.case.law/f-supp-2d/827/cases/0328-01.json ; https://www.courtlistener.com/opinion/8710930/us-securities-exchange-commission-v-citigroup-global-markets-inc/
[^37]: Apollo Global Management, Inc., Current Report on Form 8-K, filed January 25, 2021, accession 0001193125-21-016405, Exhibit 99.1 (report of Dechert LLP provided to the Conflicts Committee). https://www.sec.gov/Archives/edgar/data/1411494/000119312521016405/d118102d8k.htm
[^38]: U.S. Securities and Exchange Commission, "Cantor Fitzgerald Agrees to Pay $3.2 Million to Settle Charges for Providing Deficient Blue Sheet Data," Press Release 2020-81, April 6, 2020. https://www.sec.gov/news/press-release/2020-81
[^39]: U.S. Securities and Exchange Commission, "SEC Charges Cantor Fitzgerald Over Misleading SPAC Disclosures," Press Release 2024-199, December 12, 2024 ($6.75 million civil penalty; order finding that Cantor personnel had already commenced negotiations with View and Satellogic). https://www.sec.gov/newsroom/press-releases/2024-199
[^40]: U.S. Securities and Exchange Commission, "SEC Charges Samuel Bankman-Fried with Defrauding Investors in Crypto Asset Trading Platform FTX," Press Release 2022-219, December 13, 2022. https://www.sec.gov/news/press-release/2022-219
[^41]: U.S. Securities and Exchange Commission, "SEC Charges Caroline Ellison and Gary Wang with Defrauding Investors in Crypto Asset Trading Platform FTX," Press Release 2022-234, December 21, 2022. https://www.sec.gov/news/press-release/2022-234
[^42]: United States Senate, Roll Call Vote 115th Congress, 1st Session, Vote No. 118, May 2, 2017 (PN47, Jay Clayton, of New York, to be a Member of the Securities and Exchange Commission for a term expiring June 5, 2021; Nomination Confirmed, 61 to 37; cloture agreed to May 1, 2017, Vote No. 117, 60 to 36). https://www.senate.gov/legislative/LIS/roll_call_votes/vote1151/vote_115_1_00118.htm
[^43]: Spencer Kimball, "Attorney General Barr tells top Manhattan prosecutor Berman he is fired amid power struggle," CNBC, June 20, 2020. https://www.cnbc.com/2020/06/20/attorney-general-barr-tells-manhattan-us-attorney-berman-he-is-fired-amid-power-struggle.html
[^44]: "Bondi taps acting U.S. Attorney Jay Clayton to probe Democrats' ties to Epstein," The Washington Times, November 14, 2025. https://www.washingtontimes.com/news/2025/nov/14/bondi-taps-acting-us-attorney-jay-clayton-probe-democrats-ties/
[^45]: To The Stars Academy of Arts & Science Inc., EDGAR, CIK 1710274: Form 1-A filed August 15, 2017 (qualified September 29, 2017); Form 1-SA filed September 18, 2026. https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1710274&type=1-A ; https://data.sec.gov/submissions/CIK0001710274.json
[^46]: To The Stars Academy of Arts & Science Inc., Form 253G2 (offering circular), filed September 29, 2017, accession 0001144204-17-050693, sections "Directors, Executive Officers and Significant Employees" and "Interest of Management and Others in Certain Transactions." https://www.sec.gov/Archives/edgar/data/1710274/000114420417050693/v476177_253g2.htm
[^47]: Form D, Minerva Project, Inc., filed April 6, 2012, accession 0001546672-12-000001, U.S. Securities and Exchange Commission, EDGAR. https://www.sec.gov/Archives/edgar/data/1546672/000154667212000001/primary_doc.xml