U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20691 / August 27, 2008
Securities and Exchange Commission v. Jeffrey Fishman, Civil Action No. 08-CIV. 3509 (E.D.N.Y.) (SJF)
SEC Charges Former CEO in Two Fraudulent Schemes
The Securities and Exchange Commission (Commission) today charged Jeffrey Fishman in connection with two fraudulent schemes in which he received approximately $1.6 million in illicit profits. Fishman is the former president and chief executive officer of One Liberty Properties, Inc. (OLP), a publicly traded New York based real estate investment trust. In one scheme, Fishman misappropriated hundreds of thousands of dollars from Medemil LLC (Medemil), a company Fishman created purportedly to invest in foreign currency options. In the second scheme, Fishman extracted undisclosed kickbacks from two OLP business partners.
The Commission’s complaint, filed in the U.S. District Court for the Eastern District of New York, alleges that, between 2001 and 2005, Fishman raised approximately $940,000 from seventeen individuals to invest in Medemil and misappropriated at least $609,000 of this amount to pay personal expenses and to gamble. The complaint further alleges that Fishman concealed his misappropriation of Medemil funds by deliberately falsifying account statements and other documents he provided to Medemil’s investors and accountants. By 2005, all of the Medemil investors’ funds had been dissipated as a result of Fishman’s misconduct and through trading losses.
The complaint further alleges that in 2002 and 2003, Fishman received almost $1 million in undisclosed kickbacks from two of OLP’s commercial partners in exchange for, among other things, more favorable terms in connection with business transactions involving OLP. Fishman never disclosed these payments and their relation to OLP’s business transactions to OLP or to OLP’s auditors. Consequently, OLP never disclosed these related party transactions in its financial statements, proxy statements, or registration statements filed with the Commission between 2002 and 2005.
The Commission’s complaint charges Fishman with violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13a-14, and 13b2-2 thereunder, and with aiding and abetting violations by OLP of Sections 13(a), 13(b)(2)(B)(i), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder.
Fishman agreed to settle the Commission’s claims against him. Without admitting or denying the allegations in the complaint, Fishman consented to the entry of a final judgment, subject to approval by the court, that enjoins him from violating or aiding and abetting future violations of the above provisions of the securities laws, permanently bars him from serving as an officer or director of a public company, and orders him to pay $821,843.65 in disgorgement and prejudgment interest, and a $75,000 civil penalty. The Commission will seek the court’s approval to place the disgorgement, prejudgment interest and civil penalty in a Fair Fund, as provided in the Sarbanes-Oxley Act of 2002, in order to distribute the money to Medemil investors who were harmed by Fishman’s misconduct.
The Commission acknowledges the assistance and cooperation of the United States Attorney’s Office for the Eastern District of New York and the New York Office of the Federal Bureau of Investigation in this matter.