Thomas Sjoblom is a highly experienced litigator and trial lawyer who has represented individuals and entities under investigation or prosecuted by the federal government, as well as sued by shareholders, for a variety of complex securities frauds. He has represented officers and directors of publicly traded and privately held companies, financial institutions (including banks, brokers, dealers, investment advisors, investment companies, and hedge funds); lawyers (both in-house and outside counsel); and, accountants. He has represented them in nearly every stage of civil and parallel criminal investigations and proceedings before the United States Securities and Exchange Commission, the Commodities Futures Trading Commission, the United States Department of Justice, State Attorney Generals, state securities commissions, FINRA, and the New York Stock Exchange. He has also appeared on behalf of clients before various state supreme courts, before the United States Courts of Appeal and filed petitions for certiorari in the United States Supreme Court.
From 2006 to September 2009, Thomas was a partner in the international law firm of Proskauer Rose LLP, and from 2002 to 2006, he was a partner in the international law firm of Chadbourne & Parke, LLP. He was also co-chair and chair, respectively, of the Securities Litigation and Enforcement Practice Groups at those law firms.
In private practice, Thomas has represented Chairman, 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. These representations have involved:
- 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
- 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
- Criminal Pleas
Securities and Exchange (SEC) Experience
Prior to entering private practice, Thomas spent nearly 20 years at the Securities and Exchange Commission in Washington, D.C.
From 1987 to 1999, Thomas served as an Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement, prosecuting an array of civil proceedings before several federal courts across the United States and administratively before the SEC. He came to be recognized within the ranks of the SEC staff as the SEC’s "expert" on investigating and prosecuting market manipulation cases. But, his case load implicated the entire panoply of securities regulation, including:
- Market manipulation
- Pump & Dump schemes (civil and criminal)
- Reverse mergers
- Unlawful sales practices by brokers
- Insider trading
- Financial fraud
- SEC reporting
- "Prime bank" trading schemes
- Unregistered securities offerings, and
- Offshore and international securities frauds, including "Reg S" violations
While an SEC Assistant Chief Litigation Counsel, his high profile matters included civilly prosecuting a Nigerian repo and reverse repo trader who operated under multiple aliases and duped several Asian, United States and British banks and broker-dealers; civilly prosecuting the head trader, broker and others for stock manipulation during the Market Break of 1987; signing original complaint in the O'Hagan case, which ultimately upheld the "misappropriation theory" of insider trading; and, obtaining first officer and director bar of chairman of financial institution (public bank holding company) under Remedies Act of 1990.
From 1979 to 1987, Thomas served as Branch Chief and then as Special Counsel in the SEC's Division of Market Regulation, the division which regulates the stock and options exchanges, where he processed SRO rule proposals and provided interpretive advice to various segments of the securities industry and attorneys representing that industry on such topics as exchange trading, options trading, market making (Underwriter Stabilization Practices using Greenshoe), trading practices in connections with IPOs and contingency offerings, tender offer practices, broker-dealer and transfer agent regulation, and back office and clearing agent issues. He also participated in the approval of "new options" products in the early 1980s, including stock index options, futures on stock indices, and foreign currency options.
Department of Justice (DOJ) Experience
While at the SEC, Thomas also served as a Special Assistant United States 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 successfully co-prosecuted several persons indicted for market manipulation, bank fraud and tax fraud. In Los Angeles, he successfully co-prosecuted a nationwide market manipulation that involved more than 25 broker-dealers located throughout the United States. United States v. Robert Gutstein (C.D. Cal. 1991). In Philadelphia, he was successful in co-prosecuting a complex market manipulation scheme that involved a conspiracy between a Salt Lake City stock rental firm and numerous offshore reinsurance companies that had booked manipulated stocks on their financial statements, but then failed to provide back-up insurance to a major medical company in Pennsylvania. The collapse of the scheme left policyholders on the Eastern Seaboard facing millions of dollars of unpaid insurance claims. United States v. Rennert (E.D. Pa. 1996). While at the SEC, Thomas also routinely provided advice to U.S. Attorney offices across the United States on the criminal implications of securities fraud.
Thomas 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. He has made presentations to the Swedish and English authorities on these topics, and in 1999 was asked to advise Great Britain’s House of Lords about proposed bills before Parliament on enforcement issues and market abuse. Further, prior to its official opening in December 2000 as the new regulator of securities, commodities, banks and insurance, he provided advice to the Financial Services Authority (FSA) in London on the drafting of its Code of Conduct under its new statutes. Further, the European Commission’s Internal Market Directorate General (formerly DG-15) consulted with Thomas during the early stages of development of its general directive to member states outlawing market abuse in the European Union.
- Georgetown University, L.L.M., 2002
- William Mitchell College of Law, J.D., 1978
- University of Minnesota, B.A., 1974, Phi Beta Kappa and summa cum laude
- Washington, D.C.
- New York
- United States Supreme Court
- United States Court of Appeals for the Second Circuit
- United States Court of Appeals for the Third Circuit
- United States Court of Appeals for the Seventh Circuit
- United States Court of Appeals for the Eleventh Circuit
- United States District Courts for the Eastern and Southern Districts of New York
- United States District Court for the Eastern District of Pennsylvania
- United States District Court for Colorado
- United States District Court for the District of Columbia
- United States District Court for the Northern District of Alabama
- Law Dragon 500 Leading Lawyers in America, 2007
- Super Lawyers - New York, 2005-2006
- Who’s Who in America, 2006
- FCPA, Presentation in Stockholm, Sweden to Swedish companies doing business in China, 2015
- PLI, Parallel Proceedings, chair, 2008
- ACI, Foreign Corrupt Practices Act, 2002, 2004, 2006
- NASSA, luncheon speaker, Palm Springs, California, manipulative governmental investigations and proceedings, 2006
- ACI, Internal Investigations, co-chair
- FSA Conference, Key Note Speaker, Market Manipulation, London, England, 1999
Thomas has represented public companies, officers and directors of public companies, as well as privately held financial institutions (such as offshore banks and hedge funds), in all manners of complex securities, commodities and accounting fraud in various SEC, DOJ, NYSE, and state AG and securities commission investigations and enforcement proceedings, including:
- 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;
- Internal investigations of public companies, international foreign corporations with US subsidiaries, and financial institutions for financial fraud, inadequate internal controls, defalcation of investor funds, Foreign Corrupt Practices Act, Foreign Agent Registration Act, insider trading and market manipulation;
- Hedge fund principals, traders, brokers and investment advisors who are the subject of SEC actions for unlawful sales, best execution, insider trading 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 issuance of municipal bonds.
High Profile Representations
While in private practice, his high profile matters have included:
- Assistant Secretary General of The United Nations— Insider trading case arising from possible merger negotiations resolved favorably.
- SEC v. Martin Armstrong—After multiple proceedings before the United States 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 release of Martin Armstrong from the seven year civil contempt, the longest running civil contempt in the federal courts.
- SEC v. Martin Armstrong—Petition of writ for certiorari (September 2019) to the United States Supreme Court for Constitutional Violations, including denial to right of council of choice under the Sixth Amendment and denial of due process by court appointed Receiver in seizing and selling personal property.
- Ricardo Salinas and Azteca Holdings—Thomas represented Azteca Holdings, the holding company of Ricardo Salinas, in obtaining dismissal of a SEC complaint alleging failure to disclose a $220 million related party transaction. This was also the first case involving a "noisy withdrawal" of outside securities counsel under the Sarbanes Oxley Act.
- Richard Scrushy—From inception of the SEC suit though 2004, just prior to commencement of the criminal trial, Thomas represented Richard Scrushy, former CEO and chairman of HealthSouth, in his parallel proceedings before the SEC, DOJ and Congress.
- SEC v. Richard M. Scrushy (2003)—After three week trial, defeated the SEC in its asset freeze and TRO proceedings against Richard Scrushy. This was the first defeat ever suffered by SEC Enforcement Division in its history of SEC Enforcement for asset freezes. The trial judge found that the SEC had manipulated parallel proceedings by the SEC and DOJ.
- United States v. Richard M. Scrushy (2004-2005)—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 withdrew from representation just prior to criminal trial.
- United States v. Richard Scrushy (2015) – Presidential Pardon application in 2015 to President Obama for the criminal conviction of Governor Donald Seigelman and Richard Scrushy for politically motivated prosecution that involved government misconduct
- United States v. Kristijan Kristic, United States v. John DeMarr, United States v. Kristijan Kristic, John DeMarr, and Robin Enos (2021) – alleged $11 million securities fraud conspiracy in connection with unregistered digital asset securities offerings.
- Shanfari Trading Company—Thomas represented the former Oil Minister of Oman and his trading company in opposing the merger in Oman of the National Bank of Oman with Bank Muscat (undertaken in part to conceal improper stock investment practices).
- Global Oil Company—Thomas successfully defended and brought to conclusion without charges FCPA violations alleged by the SEC and DOJ.
- Philadelphia Stock Exchange—Thomas was retained by this regional stock exchange to prosecute civilly options traders and stock execution clerks engaged in complex interpositioning and clearance and settlement practices.
- European and Australian promoters and investors whose monies are the subject of SEC freeze orders for international prime bank trading schemes and who have been named as "relief defendants."
- Lawyers, who served as outside securities counsel to public companies, in connection with SEC and DOJ options backdating investigations.
- General Counsel of hedge funds for improper intracompany and intercompany fund transfers.
- Lawyers who have been the subject of SEC proceedings for issuing legal opinions on offshore "Reg S" offerings and standby letters of credit.
- NASDAQ companies whose securities are the subject of market manipulation practices, such as PIPEs, "toxic convertibles" and "death spirals."
- An offshore bank and domestic broker under SEC investigation for sales of foreign CDs
- Investment Advisers in New York AG’s "pay to play" investigations.