SEC versus New Jersey

Fuggedaboutit!

New Jersey became the first state ever charged by the SEC for violations of the federal securities laws. They gave up without a fight and agreed to settle the case, without admitting or denying the SEC's findings.

This matter involves the sale of over $26 billion in municipal bonds from August 2001 through April 2007. In 79 municipal bond offerings, the State misrepresented and failed to disclose material information regarding its under funding of New Jersey's two largest pension plans, the Teachers' Pension and Annuity Fund and the Public Employees' Retirement System. Among New Jersey's material misrepresentations and omissions:

• Failed to disclose and misrepresented information about 2001 legislation that increased retirement benefits for employees and retirees those pension plans.
• Failed to disclose and misrepresented information about special Benefit Enhancement Funds initially intended to fund the benefits, but then abandoned.
• Failed to disclose and misrepresented that New jersey would be unable to fund the increased benefits without raising taxes or cutting services.

This case is a clear warning sign for states and cities that are running into retirement funding problems. You need to disclose those problems in the bond offering.

An interesting note is that the State Treasurer signed a 10b-5 certification that the official statement did not contain any material misrepresentations or omissions. The Treasurer was not charged.

The SEC only brings civil charges, so we don't get to see Robert Khuzami driving up the New Jersey Turnpike trying to slap handcuffs on the state.

Sources:

• SEC order In Re: New Jersey
• SEC Press Release: SEC Charges State of New Jersey for Fraudulent Municipal Bond Offerings

For additional commentary on developments in compliance and ethics, visit Compliance Building, a blog hosted by Doug Cornelius.

See also The Securities & Exchange Commission’s First Action Against a State by Thomas Gorman