South Florida Arbitration & Litigation Lawyer Blog
Broker/Dealer and Account Executive Fraud, Mismanagement and Misrepresentation Litigation and FINRA Arbitration Attorney, Russell L. Forkey, Esq.
February, 2012:
Court Enters Final Judgment By Consent Against Robert J. Therrien, Former CEO of Brooks Automation
Securities and Exchange Commission v. Robert J. Therrien, (United States District Court for the District of Massachusetts, CV-07-11634-WGY)
The Commission recently announced that the U.S. District Court for the District of Massachusetts entered a final judgment by consent against Robert J. Therrien of Boston, Massachusetts, a defendant in a civil injunctive action filed by the Commission in July 2007. The Commission alleged in its complaint that Therrien, the former CEO of Massachusetts-based Brooks Automation, Inc. (“Brooks”) engaged in a scheme to falsify company records to create the false appearance that certain options granted below the then-current market price actually had been granted at the then-current market price on an earlier date. Without admitting or denying the allegations in the Commission’s Complaint, Therrien consented to the entry of a final judgment enjoining him from violating the antifraud, books and records, and other provisions of the federal securities laws, ordering him to disgorge $728,269, representing profits gained, and the proceeds of the sale of 150,000 shares of Brooks stock and to pay a civil penalty of $100,000, and barring him from serving as an officer or director of a public company.
The Commission’s Complaint, filed July 26, 2007, alleged that, Therrien, in or about November 1999, created and signed false documents resulting in the issuance of the options to himself, which he immediately exercised, to purchase 225,000 shares of Brooks’ common stock. The Commission further alleged that Therrien signed these false documents after learning that his options to purchase the shares had expired unexercised a few months earlier in or about August 1999. According to the Complaint, the documents Therrien signed falsely indicated that he had actually exercised his option before it expired. As a result, according to the Complaint, Therrien received undisclosed compensation from Brooks, and Brooks failed to report this compensation in its Commission filings.
The final judgment imposed a permanent injunction prohibiting Therrien from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(b)(5), 14(a), and 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5, 13a-14, 13b2-1, 13b2-2, 14a-9, and 16a-3 thereunder and aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; ordering him to pay $728,269 in disgorgement and to pay to Brooks the proceeds of the sale of 150,000 shares of Brooks stock; ordering him to pay a civil penalty in the amount of $100,000; and barring him from acting as an officer or director of a public company.
The Commission filed a settled enforcement action against Brooks in May 2008 concerning Therrien’s conduct and other issues.