Already facing a fraud lawsuit by the Securities and Exchange Commission (SEC) related to collateralized debt obligations (CDOs), Goldman Sachs says additional CDO lawsuits over its mortgage-trading activities are likely in the coming months.

“We anticipate that additional putative shareholder derivative actions and other litigation may be filed, and regulatory and other investigations and actions commenced against us with respect to offering of CDOs,” Goldman Sachs said in its 10-Q filing with the SEC on May 10.

The SEC’s lawsuit against Goldman accuses the investment bank and Vice President Fabrice Tourre of misleading investors about a mortgage-linked security and the role the hedge fund, Paulson & Co., played in selecting and then betting against the investment.

Following the SEC’s lawsuit, Goldman Sachs stock fell 22%.

Last month, current and former Goldman Sachs executives, including CEO Lloyd Blankfein and Tourre, faced intense grilling by the Senate’s Permanent Subcommittee on Investigations. Members of the committee subsequently released potentially damaging e-mails that showed various Goldman Sachs employees questioning the securities at the heart of the SEC’s lawsuit and referring to them as “junk.”

Goldman also warned in its 10Q filing that any settlement with the SEC could affect its business operations, including potentially hindering its core broker/dealer activities, as well as its ability to advise mutual funds.

Medical Capital fraud is on the minds of many investors. The shuttered lender, based in Tustin, California, has left thousands of investors in financial straits, with many still asking how it happened and why regulators didn’t do a better job of scrutinizing sales of private placements.

Private placements are stocks, bonds or other instruments that a corporation issues to investors outside of the public markets. Because the issuing companies don’t have to register private placements with the Securities and Exchange Commission (SEC), these investments are considered riskier than traditional securities.

Medical Capital Holdings operated its business by providing funds to financially troubled hospitals and health-care facilities. Once it secured the unpaid bills, or receivables, of those companies, interests in the receivables were sold to investors in the form of private placement securities called Medical Capital Notes.

From 2003 to 2009, through a group of special-purpose subsidiaries, Medical Capital Holdings issued more than $2.2 billion of Medical Capital Notes to some 20,000 investors across the country. By the time the Securities and Exchange Commission (SEC) sued Medical Capital for fraud in July 2009, Medical Capital had more than $543 million in phony receivables on its books and had lost $316 million on various loans. Meanwhile, the company had collected $323 million in fees for managing money-losing loans.

The SEC also uncovered the makings of a massive Ponzi scheme at Medical Capital. The scam ultimately would be called one of largest alleged Ponzi schemes in the history of Orange County, California. According to the SEC, Medical Capital was selling receivables at a markup among the funds it controlled and using money from newer investors to pay investors in the older funds.

In addition, the SEC says Medical Capital spent $4.5 million on a 118-foot yacht called the Home Stretch and another $18.1 million on unreleased movie about a Mexican Little League team.

In March 2010, federal prosecutors launched a criminal investigation into two key executives at Medical Capital: CEO Sidney M. Field and President Joseph J. “Joey” Lampariello. Interestingly, Field had previous run-ins with regulators. In the early 1990s, he was essentially ousted from the auto insurance industry after California insurance regulators sued him for fraud and revoked his license.

Adrian Cross invested more than $1 million of her “nest egg” money in private placement securities issued by Medical Capital and another company, Provident Asset LLC. As reported in a March 27, 2010, article in the Wall Street Journal, the former schoolteacher made the investment on the recommendation of the broker/dealer she trusted: Securities America. When Medical Capital and Provident Royalties collapsed in 2009, Cross’s investment was wiped out.

“I felt gutted like a fish,” Cross said in the Wall Street Journal article. “He had pushed it as a safe alternative to stocks.”

Cross isn’t alone. Hundreds of other Medical Capital investors express similar sentiments. Many have filed arbitration claims with the Financial Industry Regulatory Authority (FINRA), accusing their broker/dealer of misrepresenting private placements in companies like Medical Capital as safe and secure.

In January, Massachusetts Secretary of State William Galvin brought the first state enforcement case against Securities America over sales practices regarding Medical Capital. Among the charges, Galvin alleges that Securities America representatives failed to disclose certain risks to customers, many of whom were retirees.

The case is awaiting a hearing.

Maddox Hargett & Caruso P.C. continues to file arbitration claims with FINRA on behalf of investors who suffered investment losses in Medical Capital. If you purchased Medical Capital Notes from a broker/dealer and wish to discuss your potential rights for recovery, contact us today.

Embattled investment bank Goldman Sachs hosted its annual shareholder meeting this morning in downtown Manhattan. As expected, Lloyd Blankfein, Goldman Sachs’ chairman and chief executive officer, faced a litany of questions from shareholders. Prior to the meeting, dozens of protesters lined up outside of Goldman’s office building, holding signs that spelled the words, “Greed” and “Financial Reform Now.”

“I recognize that this is an important moment in the life of this institution,” Blankfein said during the actual meeting, adding that he had “no current plans” to step down as the leader of Goldman Sachs. Blankfein also tells the crowd that Goldman understands there is a disconnect between how the company views itself and how Goldman is viewed in the public’s eye.

Goldman Sachs’ stock has fallen more than 23% since the Securities and Exchange Commission (SEC) filed fraud charges against the company on April 16. In its complaint, the SEC accuses Goldman and employee Fabrice Tourre of defrauding investors in the sale of securities tied to toxic mortgages. Goldman Sachs also is facing a criminal investigation, according to numerous news reports.

During questioning by the Senate’s Permanent Subcommittee on Investigation, emails came to light that showed Goldman Sachs employees refer to the securities the bank created and sold to investors as “junk.”

Meanwhile, the agenda for Goldman’s annual meeting – which was standing room only – included a number of shareholder proposals. Among them: executive compensation, collateral increases for derivatives trading and splitting the chairman/CEO position. On the latter issue, three other banks – Bank of America, Citigroup and Morgan Stanley – have, in fact, split the chairman and CEO roles.

The Wall Street Journal provided live blogging of Goldman’s annual meeting. Among the highlights:

• A shareholder states that Goldman Sachs bonuses have “contributed to a culture of greed.”
• Blankfein comments that the recent Senate hearing “was not the most comfortable moment in my life.”
• An asset manager from Boston says the chairman split is “very important to regain credibility.” Another shareholder suggests that Blankfein step down at the end of the month.
• To no surprise, Blankfein firmly rejects the notion of resigning from Goldman. “I will not be stepping down Monday,” he says.
• Jesse Jackson states that “Wall Street is rising. Citizens are sinking.”

In other Goldman Sachs news, the New York Times reports that American International Group (AIG) has replaced Goldman as its main corporate adviser. The move could be the first of many client defections to come for Goldman.

Embattled investment bank Goldman Sachs has been fined $450,000 by the Securities and Exchange Commission (SEC) and the New York Stock Exchange over what regulators say are hundreds of violations involving short sales.

According to the SEC’s complaint, Goldman continued to write naked short sale orders following a ban by regulators two days after Lehman Brothers collapsed in September 2008.

Short-sellers often borrow a company’s shares in a short sale deal, sell them, then buy them back when the shares decline and pocket the difference in price. As reported May 4 by the Associated Press, the SEC requires brokers to promptly buy or borrow securities to deliver on a short sale. In the case involving Goldman, the SEC and the NYSE allege that the company failed to procure shares to cover its customers’ short positions in the time required.

Read the SEC’s complaint.

Meanwhile, Goldman Sachs and Goldman VP Fabrice Tourre face a fraud lawsuit by the SEC, which alleges the bank and Tourre sold a collateralized debt obligation called Abacus 2007-AC1 without disclosing the fact that the hedge-fund firm of Paulson & Co. helped to pick some of the underlying mortgage securities and was betting on the financial instrument’s failure.

The Senate investigation into Goldman Sachs unveils undeniable evidence about the risks of collateralized debt obligations (CDOs) and how Wall Street’s repackaging of the products produced not only billions of dollars in losses for investors, but also fueled a financial tsunami across the globe.

A May 2 story in the Wall Street Journal details the multiplier effect of what happened when Wall Street banks replicated certain toxic bonds into numerous securities, or CDOs. The article highlights one $38 million mortgage-related bond that was created in June 2006 and ended up in more than 30 debt pools. According to the article, that one bond ultimately caused “$280 million in losses to investors by the time the bond’s principal was wiped out in 2008.”

Goldman Sachs has spent the past week responding to questions and accusations from the Senate Permanent Subcommittee on Investigations on whether the firm and several employees helped inflate the housing bubble and then profited when the market collapsed.

On April 16, Goldman Sachs was named in civil fraud lawsuit by the Securities and Exchange Commission (SEC). The SEC accused Goldman of creating and selling a mortgage investment that was secretly intended to fail. The SEC’s lawsuit also names Goldman Vice President Fabrice Tourre, who helped create and sell the investment at the center of the SEC’s fraud allegations.

Goldman Sachs, looking to unload toxic securities connected to the U.S. housing market, stepped up its efforts to sell those products to clients in 2006 and 2007, according to newly disclosed internal emails. The emails, some of which were from Goldman Sachs CEO Lloyd Blankfein, show that Goldman’s employees discussed how to “arm” its salespeople to get rids of the bonds that the company deemed too risky to keep.

The emails were released publicly on April 27 by Senator Carl Levin. Levin heads the Senate’s Permanent Subcommittee on Investigations, which is conducting a hearing about Goldman’s role in the financial crisis. Earlier this month, the Securities and Exchange Commission (SEC) filed fraud charges against Goldman and one of its employees, Fabrice Tourre.

Goldman continues to deny that it did anything wrong when it created a synthetic collateralized loan obligation that caused about $1 billion in losses while undertaking other transactions that allowed the company to profit when the housing market collapsed.

During the Senate hearing, Senator Levin said that Goldman had advertised itself as having a responsibility to its clients, “yet the evidence shows that Goldman repeatedly put its own interests and profits ahead of the interests of its clients.” Levin further stated that Goldman had crossed “ethical lines” in selling collateralized debt obligations to clients while standing to gain from their losses.

Non-traded REITs have become popular investment vehicles in a relatively short time span, due in part to aggressive marketing tactics by some brokers who, in turn, reap the benefits via big commissions and/or fees. For many retail investors, however, non-traded REITs are not all that they may seem.

Non-traded REITs do not trade on a stock exchange. That makes them an illiquid investment, one that investors can’t get rid of even if they want to. The majority of non-traded REITs impose a specific time frame in which investors are allowed to actually redeem their REIT shares. In many cases, this is seven years. The lack of publicly available analysis on non-traded REIT is yet another common complaint about the non-traded REIT industry.

In addition, non-traded REITs are not necessarily a consistent and reliable source of income. Despite assurances by brokers who sell them, a number of non-traded REITs have recently eliminated their dividends to investors or shut down or drastically limited their share repurchase programs.

REIT Wrecks, a Web site that provide in-depth analysis of the REIT market, has created an interesting – and revealing – chart that compares the dividends, leverage and fees of non-traded REITs. As noted, a number of REITs have entered into troubled and/or potentially troubled waters. Among them: Behringer Harvard MultiFamily I, Cole Credit Property Trust III, KBS I, Inland American, Cornerstone Growth & Income, among others.

The bottom line: When considering a non-traded REIT as part of your investment portfolio, think long and hard. The cons may far exceed any potential rewards.

Investor complaints regarding private placements – including those linked to Medical Capital Holdings – have prompted several state and federal investigations into the private placement sales practices of broker/dealers across the country. In many instances, the investigations have revealed a significant lack of regulatory compliance.

In response, the Financial Industry Regulatory Authority (FINRA) has published new guidance for FINRA-registered firms about their obligations when it comes to customer suitability, disclosures and other requirements for selling private placements to customers. Specifically, FINRA Regulatory Notice 10-22 reinforces and details a broker/dealer’s obligation to conduct a reasonable investigation of an issuer and the securities that are recommended in its offerings.

The Notice also highlights private placement red flags and supervisory requirements, and suggests practices to help ensure that firms adequately investigate the private placements that they recommend.

Private placements under Regulation D are usually sold to “accredited” investors and a limited number of non-accredited investors. While accredited investors must meet certain income or asset tests, the Notice emphasizes that a broker/dealer’s suitability obligations require it to conduct a reasonable investigation whenever it makes a recommendation in a private placement under Regulation D.

“An increase in investor complaints regarding private placements, as well as SEC actions halting sales of certain private placement offerings, led FINRA to launch a nationwide initiative that involves active examinations and investigations of broker-dealers engaged in retail sales of private placement interests,” said FINRA Chairman and CEO Rick Ketchum, in a statement.

“That initiative has uncovered misconduct, including fraud and sales practice abuses. While several enforcement actions have been taken and additional investigations are underway, FINRA is taking this opportunity to remind firms of their substantial duties when engaging in the sale of private placement offerings,” he said.

FINRA has brought three enforcement actions in recent months involving private placement offering violations. The actions include a complaint charging McGinn, Smith & Co. and its president with securities fraud in the sales of tens of millions of dollars in unregistered securities; the expulsion of Dallas-based Provident Asset Management for marketing a series of fraudulent private placement offered by an affiliate in a massive Ponzi scheme; and fines totaling $750,000 against Pacific Cornerstone Capital and its former CEO for failing to include complete information in private placement offering documents and marketing material, as well as for advertising violations and supervisory failures.

Francisco P. Esparza, a broker whose employment history include stints with J.P. Turner & Company, LPL Financial, UBS, Citicorp Investment Services and Morgan Stanley, has been fined $10,000 and suspended from association with any member of the Financial Industry Regulatory Authority (FINRA) for 15 business days.

FINRA’s actions were related to findings that allege Esparza made unsuitable recommendations to customers to buy closed-end funds without fully understanding the pricing of the products or the risks associated with the investments.

FINRA noted its actions against Esparza in its March 2010 Disciplinary Report.

Esparza, who didn’t deny or admit to the findings, nonetheless consented to the regulator’s sanctions. According to FINRA, Esparza’s recommendations accounted for customer losses totaling approximately $73,290.

Broker/dealer GunnAllen Financial may be getting ready to file Chapter 11 bankruptcy protection, according to an April 21 story in Investment News. If that happens, hundreds of investors with pending arbitration claims against the embattled company will have to get in line for GunnAllen’s remaining assets, including any insurance policies.

In late March, the Financial Industry Regulatory Authority (FINRA) closed the doors on GunnAllen because the company had fallen below minimum capital rules set by federal regulators. GunnAllen’s financial troubles, however, have been ongoing for some time because of lawsuits from investors who say they were defrauded by various GunnAllen brokers.

Many of the lawsuits concern former GunnAllen broker Frank Bluestein, who allegedly operated a multimillion-dollar Ponzi scheme.

GunnAllen also faces lawsuits tied to sales of private placements in Provident Royalties LLC. In March, FINRA expelled Provident Asset Management, LLC for allegedly marketing a series of fraudulent private placements offered by Provident Royalties in a massive Ponzi scheme.

As reported in the Investment News article, if GunnAllen does, in fact, file for Chapter 11 bankruptcy, the value of its insurance policies will be critical to any investor suing the broker/dealer.

If you are a client of GunnAllen, tell us about your situation by leaving a message in the Comment Box below or via the Contact Us form.