Thomas V. Sjoblom

Overview

Thomas Sjoblom is a highly experienced trial lawyer who represents individuals and entities in government investigations and law enforcement actions, as well as shareholder lawsuits, involving a variety of complex securities matters. He represents officers and directors of publicly traded and privately held companies; financial institutions, including banks, brokers, dealers, investment advisers, investment companies, and hedge funds; lawyers, both in-house and outside counsel; and accountants. He represents clients in nearly every stage of civil and parallel criminal investigations and proceedings before the Securities and Exchange Commission, the Commodities Futures Trading Commission, the Department of Justice, the Financial Industry Regulatory Authority, state attorneys general, and state securities commissions. Thomas also appears on behalf of clients before various state supreme courts and federal appellate courts and has filed petitions for certiorari in the U.S. Supreme Court.

Thomas' clients include chairs, CEOs, CFOs, and other officers and directors of public companies, general counsel of public companies and hedge funds, officers of privately held companies, brokers, dealers, promoters, principals and traders of hedge funds, accountants, school boards involved in issuing municipal bonds, outside securities counsel, and investors. He handles matters involving financial fraud, including financial statement presentation, options backdating, and intercompany transfers within hedge fund complexes; Sarbanes-Oxley compliance; insider trading; market manipulation; best execution practices of mutual funds, investment advisers, and brokers; hedge funds; international securities fraud; the Foreign Corrupt Practices Act; reverse mergers; SEC periodic reporting, including reports filed by international companies; press releases on material events; unregistered offerings; challenging global SEC receivership proceedings; presidential pardons; and criminal pleas.

Prior to entering private practice, Thomas spent nearly 20 years at the Securities and Exchange Commission in Washington, D.C. He served as special counsel in the SEC's Division of Market Regulation (now Division of Trading and Markets), where he advised the Commission on trading market practices. He then litigated those issues on behalf of the SEC as assistant chief litigation counsel in the SEC's Division of Enforcement. He primarily focused on market manipulation but also litigated and tried cases involving financial fraud, insider trading, and a panoply of other violations. While at the SEC, Thomas also served as a special assistant U.S. attorney for the Central District of California, the Western District of New York, and the Eastern District of Pennsylvania. In that capacity, in conjunction with the U.S. attorney's office for each district, he co-prosecuted several individuals indicted for market manipulation, bank fraud, and tax fraud.

Additionally, Thomas has deep international experience. He appeared on behalf of the U.S. government in several court proceedings in Europe and the Netherlands Antilles. Thomas has also been called upon by several European and Asian governments and securities exchanges to advise them on investigating and prosecuting market manipulation and market abuse schemes, as well as on drafting statutes, regulations, and codes of conduct outlawing market abuse and insider dealing, including England's HM Treasury, the Market Directorate of the European Union, the Finansinspektionen in Sweden, and the securities regulator in the Philippines.

Experience

After leaving government, Thomas’ representations have included:

• Officers and directors of public companies who are the subject of SEC investigations and civil enforcement proceedings for complex financial frauds and SEC reporting obligations.
• Officers, directors, and general counsel who are the subject of SEC investigations for international securities, commodities, and accounting frauds.
• Officers of public companies facing criminal charges for market manipulation and financial fraud.
• Officers sued in private actions for securities fraud in connection with IPOs and mergers.
• Internal investigations of public companies, international foreign corporations with U.S. subsidiaries, and financial institutions for financial fraud, inadequate internal controls, defalcation of investor funds, Foreign Corrupt Practices Act, Foreign Agents Registration Act, insider trading, and market manipulation.
• Hedge fund principals, traders, brokers, and investment advisers who are the subject of SEC actions for unlawful sales, best execution, insider trading, undisclosed compensation, conflicts of interest, and market manipulation practices.
• Stock exchanges, in prosecuting on their behalf, floor traders and stock execution clerks in complex options and stock interpositioning and clearance and settlement schemes.
• Municipal school boards in connection with the issuance of municipal bonds.
• International publicly traded companies removed from stock indices.
• Promoters of international cryptocurrency programs facing SEC and criminal charges.
• Presidential pardons.

High-Profile Representations

• Representation of U.S. promoter in a high-profile international criminal cryptocurrency matter.
• Represented the assistant secretary-general of the United Nations in an insider trading case arising from possible merger negotiations.
• SEC v. Martin Armstrong: After multiple proceedings before the U.S. District Court for the Southern District of New York and the Second Circuit Court of Appeals challenging the judicial power of the district court, Thomas ultimately obtained the release of Martin Armstrong from his seven-year civil contempt sentence, the longest-running civil contempt in the federal courts.
• SEC v. Martin Armstrong (2019): Petition for a writ of certiorari to the U.S. Supreme Court for constitutional violations, including denial to right of counsel of choice under the Sixth Amendment and denial of due process by the court-appointed receiver in seizing and selling personal property.
• Represented Azteca Holdings, the holding company of Ricardo Salinas Pliego, in obtaining dismissal of an SEC complaint alleging failure to disclose a $220 million related party transaction.
• Represented Richard Scrushy, former CEO and chairman of HealthSouth, in his parallel proceedings before the SEC, DOJ, and Congress, from the inception of the SEC suit through 2004, just before the commencement of the criminal trial.
• SEC v. Richard Scrushy (2003): After a three-week trial, defeated the SEC in its asset freeze and TRO proceedings against Richard Scrushy. This was the first defeat ever suffered by the SEC Enforcement Division in its history of SEC enforcement actions for asset freezes. The trial judge found that the SEC had manipulated parallel proceedings by the SEC and DOJ.
• United States v. Richard Scrushy (2004–2005): Served as co-criminal counsel to Richard Scrushy in the government’s first indictment of a CEO under Sarbanes-Oxley. Thomas was the lawyer who brought the first motion challenging, on constitutional grounds, that statute’s certification requirements in a criminal context. Thomas was obliged to withdraw from representation just before the criminal trial.
• United States v. Richard Scrushy (2015): Presidential pardon application to President Obama for the criminal conviction of Gov. Don Siegelman and Richard Scrushy for politically motivated prosecution that involved government misconduct.
• United States v. Kristijan Krstic, John DeMarr, and Robin Enos (2021): Represented John DeMarr in alleged $11 million securities fraud conspiracy in connection with unregistered digital asset securities offerings.
• Represented the former Omani oil minister and his trading company, Shanfari Trading & Furnishing Co., in opposing the merger in Oman of the National Bank of Oman with Bank Muscat, which was undertaken in part to conceal improper stock investment practices.
• Defended global oil company in Foreign Corrupt Practices Act (FCPA) matter; brought the matter to conclusion without charges from the SEC or DOJ.
• Represented Philadelphia Stock Exchange in civil prosecution of options traders and stock execution clerks engaged in complex interpositioning and clearance and settlement practices.
• Represented European and Australian promoters and investors whose monies were the subject of SEC freeze orders for international prime bank trading schemes and who have been named as "relief defendants."
• Represented lawyers, who served as outside securities counsel to public companies, in connection with SEC and DOJ options backdating investigations.
• Represented general counsel of hedge funds for improper intracompany and intercompany fund transfers.
• Represented lawyers who have been the subject of SEC proceedings for issuing legal opinions on offshore Regulation S offerings and standby letters of credit.
• Represented Nasdaq companies whose securities are the subject of market manipulation practices, such as private investment in public equities (PIPEs), "toxic convertibles," and "death spirals."
• Represented offshore bank and domestic broker under SEC investigation for sales of foreign CDs.
• Represented investment advisers in New York attorney general’s "pay to play" investigations.