SEC News Digest

COMMISSION ANNOUNCEMENTS

Securities and Exchange Commission Suspends Trading in Clean Energy and Power, Inc. for Failure to Make Required Periodic Filings

The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the Exchange Act), of trading in the securities of Clean Energy and Power, Inc. (Clean Energy), of Warwick, Rhode Island, at 9:30 a.m. EST on Jan. 27, 2011 and terminating at 11:59 p.m. EST on Feb. 9, 2011.

The Commission temporarily suspended trading in the securities of Clean Energy due to a lack of current and accurate information about the company because it has failed to file certain periodic reports with the Commission.

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company.

Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to Clean Energy's securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, John T. Dugan of the Boston Regional Office of the Securities and Exchange Commission should be telephoned at (617) 573-8936. (Rel. 34-63782)

Askari Foy Named Associate Regional Director for Examinations in SEC Atlanta Regional Office

The Securities and Exchange Commission today announced the promotion of Askari Foy to Associate Regional Director for Examinations in the agency's Atlanta Regional Office.

Mr. Foy joined the SEC as a Branch Chief in the Atlanta office's examination program in 2004. He has served as an Assistant Regional Director for the past three years. In his new position, Mr. Foy will direct a staff of approximately 40 accountants, examiners, attorneys and support staff responsible for the examination of broker-dealers, investment companies, investment advisers, and transfer agents across five southeastern states (Alabama, Georgia, North Carolina, South Carolina, and Tennessee).

Mr. Foy will immediately assume his new post. He replaces Jim Carley, who left the agency last year.

"Askari Foy brings to our examination program 17 years of audit, compliance, and securities operations experience with focus in the investment management and broker-dealer industries. He also brings a diverse leadership background from the private sector and within the SEC," said Rhea Dignam, Director of the SEC's Atlanta Regional Office. "He is ideally suited to build on the great work of his predecessor, and also brings his own vision to the examination program. I believe Askari will be an outstanding addition to the leadership team in our Atlanta office."

Carlo di Florio, Director of the SEC's Office of Compliance Inspections and Examinations, added, "Askari brings terrific knowledge of the industry and proven leadership skills to the job of overseeing compliance examinations of SEC registrants in an important period of transition for our national exam program. He has been a significant contributor to the transformation process."

Mr. Foy said, "It is a distinct honor to have the opportunity to be part of the national exam leadership team and serve the public, protect investors, and help ensure market integrity. I am excited to continue working in a broadened capacity with the talented and diverse professionals in the Atlanta office and throughout the SEC. I hope to continue team collaboration at the Atlanta office and provide leadership to support the SEC's mission to protect investors during this period of significant change."

Prior to his employment with the SEC, Mr. Foy was employed with PricewaterhouseCoopers in New York and Atlanta as an Audit Manager in the Investment Management/Broker Dealer Audit Group. He conducted and led audits of broker-dealers, transfer agents, registered and unregistered funds and their advisers. Mr. Foy also was an Audit Manager at Credit Suisse Asset Management in New York.

Mr. Foy holds a B.S. degree in accounting and is a certified public accountant in the state of Georgia and certified fraud examiner. (Press Rel. 2011-27)

SEC Publishes Staff Study on Investor Access to Information About Investment Professionals

The Securities and Exchange Commission today announced that it has published a staff study recommending steps to help investors better access information about investment professionals.

The recommendations of the study, which was required by Section 919B of the Dodd-Frank Wall Street Reform and Consumer Protection Act, must be implemented within 18 months after the study's completion.

Investors must currently search two separate databases for information about broker-dealers and investment advisers. The primary recommendation of the study is to enable investors to simultaneously search both databases using either FINRA's BrokerCheck website or the Investment Adviser Public Disclosure (IAPD) website and receive unified search results.

Other recommendations from the study include:

• Expanding the search functions of BrokerCheck and IAPD to permit searches for broker-dealers, investment advisers, registered representatives, and investment adviser representatives, based on ZIP code or other indicator of location.

• Enhancing BrokerCheck and IAPD by adding educational content, such as links and definitional material.

The study states that "the Commission and its staff have long maintained that investors should examine relevant registration information before choosing a broker-dealer or investment adviser. Information pertaining to a broker-dealer or investment adviser's federal or state registration, such as information about its associated persons, including licensing and other qualification data, disciplinary and employment history, contact information, and customer complaints, can help investors make better-educated decisions in selecting a broker-dealer or investment adviser, as well as better protect themselves against fraud."

According to the study, "a significant amount of registration data is publicly available" through the two databases. The study noted, "State securities regulators also act as an important source of registration information about broker-dealers, certain investment advisers, and their associated persons."

The study also recommended that "subsequent to the eighteen-month implementation period, Commission staff and FINRA continue to analyze, including through investor testing, the feasibility and advisability of expanding BrokerCheck to include information currently available in CRD (the Central Registration Depository), as well as the method and format of publishing that information; and that Commission staff continue to evaluate expanding IAPD content and the method and format of publishing that content, including through investor testing. Potential modifications could include adding summary data for advisory firms on IAPD, hyperlinks between CRD numbers and SEC file numbers containing information related to a particular CRD number, and additional links to content available elsewhere on BrokerCheck or IAPD." (Press Rel. 2011-28)

Commission Meetings

Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration.

Open meetings will be held in the Auditorium, Room L-002 at the Commission's headquarters building, 100 F Street, N.E., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.

Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact SECInterpreter@SEC.gov at least three business days in advance. For any other reasonable accommodation related disability contact DisabilityProgramOfficer or call 202-551-4158.

Open Meeting - Wednesday, February 2, 2011 - 10:00 a.m.

The subject matter of the Open Meeting will be:

The Commission will consider whether to propose rules and a form to implement Section 763 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the registration and regulation of security-based swap execution facilities.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400.

ENFORCEMENT PROCEEDINGS

In the Matter of Clean Energy and Power, Inc.

In conjunction with today's trading suspension, the Commission instituted public administrative proceedings to determine whether to revoke or to suspend for a period not exceeding twelve months the registrations of each class of the securities of Clean Energy and Power, Inc. (Respondent) for failure to make required periodic filings with the Commission. The Division of Enforcement (Division) has alleged that the Respondent is delinquent in its required periodic filings with the Commission and has not filed any periodic report since it filed a Form 10-QSB for the period ended Sept. 30, 2007.

In this proceeding, instituted pursuant to Section 12(j) of the Exchange Act, a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondent to determine whether the allegations of the Division contained in the order instituting proceedings, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The Administrative Law Judge will then determine whether the registration of each class of the securities of the Respondent registered pursuant to Section 12 of the Exchange Act should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-63783; File No. 3-14205)

SEC Charges Former Galleon Portfolio Manager in an Action Related to the Galleon Investigation

On Jan. 26, 2011, the Securities and Exchange Commission filed a civil injunctive action in the United States District Court for the Southern District of New York alleging that Adam Smith - a former portfolio manager of the Galleon Emerging Technology funds (f/k/a the Galleon Communications funds) engaged in insider trading in the securities of ATI Technologies, Inc. The SEC alleges that Smith caused the Galleon funds he advised to purchase shares of ATI based on material non-public information concerning Advanced Micro Devices Inc.'s $5.4 billion takeover of ATI in July, 2006. The trading generated over $1.3 million in illicit profits.

According to the SEC's complaint, Smith obtained material non-public information concerning the AMD/ATI transaction from an investment banking source that Smith had known for years. This source, according to the SEC, provided Smith with the tip in order to win favors from Galleon such as securing investment banking work from, or obtaining future employment with, Galleon. The complaint filed today relates to a pending enforcement action, SEC v. Galleon Management, LP, et al., 09-CV-8811 (S.D.N.Y.) (JSR).

The SEC's complaint charges Smith with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks a final judgment permanently enjoining Smith from future violations of the above provisions of the federal securities laws, ordering him to disgorge his ill-gotten gains plus prejudgment interest, and ordering him to pay civil penalties.

The SEC has now charged 28 defendants in its Galleon-related enforcement actions which have alleged widespread and repeated insider trading at numerous hedge funds including Galleon - a multi-billion dollar New York hedge fund complex founded and controlled by Raj Rajaratnam - and by other professional traders and corporate insiders in the securities of 14 companies generating illicit profits totaling over $70 million.

In addition, since the Galleon-related cases were filed, the SEC has:

• entered into a settlement with Rajiv Goel, a former managing director in the treasury group of Intel Corp., as well as the Director of Strategic Investments at Intel Capital, an Intel subsidiary that makes proprietary equity investments in technology companies. Pursuant to the settlement, Goel is permanently enjoined from violating the antifraud provisions of the federal securities laws, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act. Goel is also required to pay disgorgement in the amount of $230,570.52, plus prejudgment interest in the amount of $23,447.21, for a total of $254,017.73. The Court will determine at a later date whether any civil penalty is appropriate as to Goel. Finally, Goel is barred from acting as an officer or director of any public company. Goel has agreed to cooperate with the SEC in connection with this action and related investigations.

• entered into a settlement with Roomy Khan, an individual investor who had been employed at Intel in the late 1990s and had been subsequently employed at Galleon, pursuant to which Khan is permanently enjoined from violating the antifraud provisions of the federal securities laws, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act, and is required to pay disgorgement in the amount of $1,552,566.94, plus prejudgment interest in the amount of $304,398.77, for a total of $1,856,965.71. The Court will determine at a later date whether any civil penalty is appropriate as to Khan. Khan has agreed to cooperate with the SEC in connection with this action and related investigations.

• entered into a settlement with Anil Kumar, a former director at the global consulting firm McKinsey & Co., pursuant to which Kumar is permanently enjoined from violating the antifraud provisions of the federal securities laws, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act, and is required to pay disgorgement in the amount of $2.6 million, plus prejudgment interest in the amount of $190,621, for a total of $2,790,621. The Court will determine at a later date whether any civil penalty is appropriate as to Kumar. Kumar has agreed to cooperate with the SEC in connection with this action and related investigations.

• entered into a settlement with Schottenfeld Group, LLC, a New York limited liability company and registered broker-dealer, pursuant to which Schottenfeld is permanently enjoined from violating the antifraud provisions of the federal securities laws, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act, and is required to pay disgorgement in the amount of $460,475.28, plus prejudgment interest in the amount of $72,202.72, and a civil penalty of $230,237.64, representing fifty percent of the disgorgement amount, a discount from a one-time penalty in recognition of its agreement to cooperate. Schottenfeld also agreed to implement enhanced policies and procedures to prevent future securities laws violations, as well as to retain an independent consultant to review its policies and procedures.

• entered into settlements with Choo-Beng Lee and Ali T. Far, who were both managing members of Far & Lee LLC, a Delaware limited liability company. In addition, Lee was president and Far a managing member of Spherix Capital LLC, an unregistered hedge fund investment adviser based in San Jose, California. Pursuant to the settlements, Lee and Far are permanently enjoined from violating the antifraud provisions of the federal securities laws, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act, and are required, jointly and severally, to pay disgorgement in the amount of $1,335,618.17, plus prejudgment interest in the amount of $96,385.52, and a civil penalty of $667,809.09, representing fifty percent of the disgorgement amount, a discount from a one-time penalty in recognition of their cooperation.

• dismissed its claims against Far & Lee and Spherix, which are now defunct or nearly so, in exchange for their agreement to cooperate and cease doing business.

For further information, see Litigation Release Nos. 21255 (October 16, 2009), 21284 (November 5, 2009), 21397 (January 29, 2010), 21493 (April 20, 2010), 21526 (May 17, 2010), 21732 (November 8, 2010), 21740 (November 15, 2010) and 21802 (January 10, 2011). [SEC v. Adam Smith, Civil Action No. 11-CV-0535 (SDNY)] (LR-21827)

SEC Charges Former Hedge Fund Trader with Insider Trading

The Securities and Exchange Commission today announced insider trading charges against Michael Cardillo, a former trader at the hedge fund investment adviser Galleon Management, LP, for trading ahead of September 2007 announced acquisition of 3Com Corp., and November 2007 announced acquisition of Axcan Pharma Inc.

The SEC's complaint, filed in federal court in Manhattan, alleges that Arthur J. Cutillo and Brien P. Santarlas, former attorneys with the international law firm Ropes & Grey LLP, misappropriated from their law firm material, nonpublic information concerning the acquisitions of 3Com and Axcan. The SEC alleges that they tipped this inside information, through another attorney, to Zvi Goffer, a former proprietary trader at the broker-dealer Schottenfeld Group, LLC, in exchange for kickbacks. The SEC further alleges that Goffer tipped information about these acquisitions to Craig Drimal, a trader who worked out of the offices of Galleon, who then tipped the inside information to Cardillo. According to the complaint, Cardillo then traded in the securities of 3Com and Axcan on behalf of a Galleon hedge fund, resulting in more than $730,000 in illicit profits.

The SEC's complaint charges Cardillo with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks permanent injunctive relief, disgorgement of illicit profits prejudgment interest, and civil monetary penalties.

In a related criminal case filed by the U.S. Attorney's Office for the Southern District of New York, Cardillo has pled guilty to criminal charges in connection with this insider trading scheme. The Commission thanks the U.S. Attorney's Office and the Federal Bureau of Investigation for their cooperation and assistance in connection with this matter.

The SEC previously filed related charges against twelve other defendants in this scheme. See Lit. Rel. Nos. 21283 (November 5, 2009), 21332 (December 10, 2009) and 21741 (November 15, 2010).

The SEC's investigation is continuing. [SEC v. Michael Cardillo, Civil Action No. 11-CV-11 civ 0549 (S.D.N.Y.)] (LR-21826)

JOINT INDUSTRY PLAN RELEASES

Notice of Filing and Immediate Effectiveness Amendment No. 23

Pursuant to Rule 608 under the Securities Exchange Act of 1934, the operating committee of the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis ("Nasdaq/UTP Plan") filed a proposal to amend the Nasdaq/UTP Plan (S7-24-89) to establish a broker-dealer enterprise maximum (the "Enterprise Maximum") in respect of fees that the broker-dealer is required to pay for distribution of UTP Level 1 Service to nonprofessional subscribers that are brokerage account customers of the broker/dealer. Publication is expected in the Federal Register during the week of January 31. (Rel. 34-63754)

Notice of Filing and Immediate Effectiveness Amendment No. 24

Pursuant to Rule 608 under the Securities Exchange Act of 1934, the operating committee of the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis ("Nasdaq/UTP Plan") filed a proposal to amend the Nasdaq/UTP Plan (S7-24-89) to add BATS Y-Exchange, Inc. to the Plan. Publication is expected in the Federal Register during the week of January 31. (Rel. 34-63755)

Notice of Filing of Amendment No. 25

Pursuant to Rule 608 under the Securities Exchange Act of 1934, the operating committee of the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis ("Nasdaq/UTP Plan") filed a proposal to amend the Nasdaq/UTP Plan (S7-24-89) to permit ministerial amendments to the Plans under the signature of the Chairman of the Nasdaq/UTP Plan Operating Committee. Publication is expected in the Federal Register during the week of January 31. (Rel. 34-63756)

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