A high Securities and Exchange Commission official today called the agreement settling its 10-year-old investigation of First Jersey Securities Inc. "unique" because of the potential power that an independent consultant and a federal judge will have over the firm's future operations.
"I know of no other case where the consultant is required to report directly to the court and the court is empowered to direct" compliance with his recommended changes, said SEC Regional Administrator Ira Lee Sorkin, who represented the SEC in negotiating the settlement, signed here Tuesday night.
For his part, Robert E. Brennan, founder and president of First Jersey Securities, called the settlement a complete vindication of the firm in its long fight against SEC charges of stock manipulation and fraud.
"This is a great day for us," Brennan said. "It's a spectacular victory for us after 10 years of fighting. . . . We're delighted to keep our unblemished record intact."
"He can say whatever he wishes. The documents speak for themselves," retorted Sorkin. "He, his employes, his firm, his directors are now under federal injunction. If they violate that injunction, they can be held in contempt of federal court. If you call that a victory, then so be it."
"The injunction says I continue to comply with SEC laws . Of course I do. . . . That's what I've always done," said Brennan.
The sharply divergent views of Brennan and Sorkin, in separate interviews with reporters today, illustrated the intensity of the legal battle.
Under the consent decree, signed Tuesday night by U.S. District Judge Milton Pollack, First Jersey and Brennan, its TV-commercial-star president, are enjoined from violating securities law. In addition, Southern Methodist University law professor Alan R. Bromberg, an expert on securities law, was named as an outside consultant to review the company's operations and report his findings back to the court, which could, as a result, order changes in First Jersey's practices.
The SEC-First Jersey feud has a long history, dating almost to the firm's founding in 1974. The SEC brought administrative proceedings against the firm in 1979 for alleged stock manipulation and charged both the firm and Brennan with manipulation and fraud in 1983.
The controversy doesn't seem to have hurt business at the brokerage firm much, however. First Jersey, which started with five employes in 1974, now has 1,200 sales people in 35 offices, serving 500,000 customers, according to Brennan. "You don't grow from where we did . . . if you don't have your customers supporting you," Brennan said today.
The 1983 charges stemmed from the firm's involvement in the stock of Geosearch Inc., an oil and gas company. First Jersey was charged with buying and selling Geosearch stock at the same time it was offering the company's stock to the public, a violation of SEC rule 10b6. By trading the stock, the SEC charged, First Jersey artificially inflated its price. The 1979 charges were similar, but involved different stocks. Brennan adamantly denied the charges. By agreeing to the consent decree, the company neither admits nor denies the allegations.
"We are declared innocent. They dropped all the charges," Brennan said today.
Sorkin said today he believes the SEC won more from the consent decree than it might have gained from a trial of the charges against First Jersey. "The most we could have gotten out of a trial was an injunction," he said. The addition of the consultant, he said, will allow additional policing of the company.
But Brennan and the SEC disagree also on the role of the consultant, a position that is a common device used in business consent decrees but rare in securities cases.
"We're the ones who demanded that that be part of the whole thing," said Brennan, who said he had invited Bromberg to begin reviewing the company several weeks ago, before the final agreement was reached. "We feel its very important that as part of this there be participation by Professor Bromberg," Brennan said. "My feeling is that the presence of an independent consultant is very useful, in that it will provide a third-party view of this controversy."
Sorkin agreed that Bromberg had been nominated by Brennan and agreed to by the SEC. But he said Brennan had originally proposed that Bromberg's findings be kept internally by First Jersey. "He wanted Professor Bromberg to report to him, and he would unilaterally decide how to react to his recommendations," Sorkin said. "The fact of the matter is, we said no, and the consultant reports to the federal judge."
"I want a report from Professor Bromberg when he's done that I can file with the SEC, that I can file with the court, that will be public record," Brennan said. "I want a record on this case that will endure, and that will be the end of the SEC."
Bromberg, reached by telephone, said, "I expect to be doing whatever the court tells me to." He said he expected to be able to complete a partial report on the company's operations within the 90-day period set by the court, but said he expected he would have to ask for an extension to complete the final report. He has, he said, "absolute authority to investigate and recommend" changes at the company. Any changes would have to be ordered by the court.
Bromberg said Brennan and his lawyers have "been very open and cooperative" in the discussions so far, and he said he thought the appointment of a consultant was a good solution in this case. "I have a general inclination toward doing things quietly and informally and thoroughly, without the adversary relationship beating everybody over the head," he said.
The SEC-Brennan feud even extended to the timing of the finalization of the consent decree last night. The SEC is angry that Brennan put out a release claiming vindication a few hours before the decree was signed by Judge Pollack; Brennan claims that the commission, after publicizing charges against him, was trying to delay the settlement's announcement to minimize news coverage. "The SEC even tried to structure this release so it would get it out at 8:30 and not make the newspapers," he said. "Now they're crying that we talked to a reporter before they did. They really have my sympathy. It's a disgrace."
But after 10 years of battling the government, Brennan said, "I feel no bitterness toward the SEC."