Sunday, March 29, 2015

Morgan v. Fischer: SEC cover up?

Louisville, KY - While we have been the only outlet reporting on the Morgan v. Fischer ongoing lawsuit there are still many questions to be asked and answered but two are simple enough. One, why is Mayor Greg Fischer delaying a simple deposition? Perhaps even more important is, why is Ford Motor Company interjecting itself into a case that they were not a party to?

We have outlined these things in previous articles but we must go deeper.

It starts with insider trading allegations against Ford and a litany of lies by both Ford and Greg Fischer. But how do we know the lies exist?

One Reverend Kevin Cosby who signed an affidavit last year telling us so.

Simple logic.

In their efforts to keep Fischer from answering a simple question about whether he lied to Ford or not, Kevin Cosby answered it, Mayor Greg Fischer's illegal taxpayer funded legal staff screwed up and brought the issue to the courts for public display of the allegations against Ford for insider trading. The County Attorney's office is being used on our dime to protect the Mayor from a private lawsuit and protect one of our biggest employer's in Ford from being held accountable. Half of the assistant County Attorney's are being used at a cost of hundreds of thousands of dollars to we the taxpayer to defend Fischer.

We have pointed out in numerous articles the allegations so we won't rehash most of them now, but it is time to focus on a couple of things.

According to the SEC website, "the securities laws broadly prohibit fraudulent activities of any kind in connection with the offer, purchase, or sale of securities. These provisions are the basis for many types of disciplinary actions, including actions against fraudulent insider trading. Insider trading is illegal when a person trades a security while in possession of material nonpublic information in violation of a duty to withhold the information or refrain from trading."

In 2009 Ford Motor Company employee James T. Young, "JT",  was accused by whistleblower Jay Morgan of insider trading setting up a chain of events for Ford Motor Company to harass, intimidate, and get rid of Morgan for doing his job.

Since whistleblower status carries some serious repercussions against an employer if they attempt to retaliate, Ford tried a different approach, as all employers do, by changing Morgan's job and attempting to set him up for failure. This ultimately led to Greg Fischer's being a willing participant in the scheme. There can be no other conclusion.

How did the scheme come about? How did Ford avoid serious National exposure on insider trading allegations? How did Fischer come to be involved?

Jay Morgan's former boss at Ford Motor Company Bruce Andrews. Andrews time at Ford is very important going forward. Why so?

Because Morgan’s immediate boss at the time was current Deputy Secretary of Commerce Bruce Andrews. Andrews wife, Didem Nisanci, just happened to be Chief of Staff at the Securities and Exchange Commission.

How important was Nisanci to the SEC? She took a job at Promontory and this is from their announcement hiring her.

Ms. Nisanci joins Promontory following a distinguished career in government where she was lead adviser to SEC Chairwoman Mary Shapiro on all policy, legislative and strategic issues, while overseeing the Agency's $1.3 billion budget. During her tenure as chief of staff, Ms. Nisanci also served as the SEC deputy to the Financial Stability Oversight Council and primary liaison with the Treasury Department, the White House, the Federal Reserve, Federal Deposit Insurance Corp., Commodity Futures Trading Commission, and other financial regulators.

"Didem is highly regarded in Washington as thoughtful. experienced, and principled, with a tremendous knowledge of the interconnections of policy and the capital markets," said Eugene A. Ludwig, Promontory's founder and CEO. 'Her insights will help clients to better align with regulators' intent, and Promontory will be well served by her expertise."

Ms Nisanci said, "Promontory's model allows me the important opportunity to use my public sector background in working directly with financial services institutions to help them prepare for and understand the evolving regulatory and policy landscape....."

Ford facing insider trading allegations at a time when they were trying to recover from the auto mess in 2009 would have been catastrophic to their business going forward. An insider trading scandal could have been the final nail in the coffin and they needed a cover up. In my opinion, they had just the right people in place to do so.

Bruce Andrews and his wife, SEC Chief of Staff Didem Nisanci, were in the perfect position to help them avoid exposure, AND an investigation.

Nisanci held all the cards and directed the SEC in any investigations.

How far does a spouse go to protect their future?

Less than 3 months after the insider trading allegations by Morgan, Andrews left Ford and gave up an approximate $500k salary to work in the public sector for about $125k.

Why would Andrews take that step? Ford needed to hide him. My best guess is that a deal was made and now as Deputy Secretary of Commerce that deal has been completed. Was he worried about the insider trading charges? It doesn’t make sense otherwise.

Here in Louisville there appears to be no end to companies doing business here that are involved in some insider trading scandals. The list of those accused and found guilty of insider trading allegations includes prominent local employers such as E-Bay (formerly GSI), and our home grown Humana Corporation.

We will out a few things there as well going forward, but that is another story.

Enter Rep. Stephen Lynch (D-Mass.) who has decided to introduce legislation to establish insider trading as even more of a crime. Lynch's legislation puts a tighter rein on the criminal behavior that is insider trading and more serious repercussions when caught.

According to his own bio , Congressman Lynch is a member of the Financial Services Committee and the Committee on Oversight and Government Reform, where he serves as Ranking Member on the Subcommittee on National Security. Lynch is also a member of the Subcommittee on Government Operations. 

Congressman Lynch also doubled down and added another bill to aid in insider trading accountability earlier this month. Under the measure, insider trading would be defined as buying or selling securities based on insider knowledge.

And it all started with a  December 2014 decision in the U.S. Court of Appeals for the Second Circuit, U.S. v. Newman, that lifted the convictions of two hedge fund portfolio managers as the reason for needing this legislation.

"In the wake of the ill-advised Newman decision, it is important that Congress enact a robust insider trading statute that unequivocally defines insider trading as a federal crime," Lynch said in a statement. "It is obvious from the Newman case that we need clarity in this area in order to create a bright-line distinction between what is permissible and prohibited."

And that is just one more reason why the Morgan v. Fischer lawsuit is important.

So how does this tie in to Louisville?

Bruce Andrews reported to Ziad Ojakli who just met with Greg Fisher in November 2014 at an honor your elected officials dinner in Louisville. Ojakli had made it very clear from the onset in 2009  and beyond that he was going to get even with Morgan for following the rules of his employment and doing the right thing.

The delays have been intentional to bring further harm to Morgan while trying in a weak attempt to keep Ford from having to finally be investigated for insider trading.

The SEC by their own rules are required to begin an immediate investigation into any allegations of insider trading. The complaint by Morgan through the Sarbanes-Oxley Act of 2002 was an automatic trigger.

What is Sarbanes-Oxley?

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as "the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt." The Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession.

There is absolutely no record of any investigation into the allegations to date and I believe we no longer have to question why.

Former Ford employee, and now Deputy Secretary of Commerce Bruce Andrews and his wife, former SEC Chief Didem Nisanci clearly have serious questions to answer about a possible cover up. Those answers will lead directly to Ford top directors and here in Louisville, Mayor Greg Fischer himself.

But we do have to ask one more question. None of this was a secret during the confirmation hearings on Bruce Andrews so how did he get confirmed in the first place?

Do our elected leaders not have basic employee/employer questions to be asked?

We as private citizens always have to answer on a job application if we have ever been involved in criminal behavior in some form or another. Why wasn't Andrews? If he was asked and denied any knowledge than he perjured himself.

Perjury brings jail time.

We have much to delve into with that as well, but that is another story.

Stay tuned folks......   

Listen daily from 7-8pm at The Ed Springston Show. Also visit Louisville Politics for more details and in depth coverage of local political and news issues.

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