Joon H. Kim, the Acting United States Attorney for the Southern District of New York, announced today that GARY HIRST, former president and chairman of the board of Gerova Financial Group, Ltd. (“Gerova”), a publicly traded company listed on the New York Stock Exchange, was sentenced to 78 months in prison for defrauding the shareholders of that company by secretly giving away nearly $72 million of company stock to himself and his co-conspirators for no legitimate business purpose. HIRST was convicted after a two-week trial in September, 2016, before U.S. District Judge P. Kevin Castel.
Acting U.S. Attorney Joon H. Kim said: “Today’s sentence reflects the magnitude of Gary Hirst’s massive fraud scheme, which netted tens of millions in ill-gotten gains. Hirst and his co-conspirators issued large amounts of stock, lied about their roles, and found other novel means to defraud the stockholders of Gerova Financial and the investing public. Ultimately, Hirst’s stock manipulation resulted not in huge returns, but instead in a long prison sentence.”
According to the allegations contained in the Indictment as well as the evidence presented during trial:
From 2009 to 2011, GARY HIRST, along with his co-conspirators Jason Galanis, John Galanis, Derek Galanis, Ymer Shahini, and Gavin Hamels, engaged in a scheme to defraud the shareholders of Gerova, and the investing public, by issuing shares of Gerova stock for no legitimate business purpose and by effecting securities transactions in Gerova stock for the purpose of conferring millions of dollars of undisclosed remuneration on HIRST and his co-conspirators.
As a part of the scheme to defraud, GARY HIRST and Jason Galanis obtained sufficient control over Gerova to be able to cause Gerova to enter into transactions of their own design, and for their benefit, including the issuance of Gerova stock. Jason Galanis obtained this control without causing himself to be identified as an officer or director of Gerova in order to appear to abide by an SEC-imposed bar which forbade him from holding such positions at publicly traded companies. Among other means and methods, HIRST caused over 5 million shares of Gerova stock, which represented nearly half the company’s public float and which were intended for HIRST and his co-conspirators’ ultimate benefit, to be issued to and held in the name of Ymer Shahini, who knowingly served as a foreign nominee for the co-conspirators. HIRST, Jason Galanis, John Galanis, Jared Galanis, Derek Galanis, and Shahini understood that the purpose of the stock grant to Shahini was to disguise the co-conspirators’ true ownership interest in the stock, and to evade the SEC’s regulations for issuing unregistered shares of stock.
In furtherance of the scheme, HIRST and his co-conspirators created fraudulent, back-dated documents to conceal their theft of the stock and cover their tracks. Also in furtherance of the scheme, HIRST deliberately misled Gerova’s other officers, including its chief financial officer, and caused Gerova to fail to disclose the stock giveaway in Gerova’s public filings with the SEC. In a telephone call with Jason Galanis that was recorded by the FBI, HIRST gloated, upon reviewing a draft of one such public filing, “That whole, that whole Shahini thing, I mean, nobody, they totally missed it. Everybody.”
At the same time, and as a further part of the scheme to defraud, HIRST’s co-conspirators opened and managed brokerage accounts in the name of Shahini (the “Shahini Accounts”), effected the sale of Gerova stock from the Shahini Accounts, and received and concealed the proceeds, knowing that this activity was designed to conceal from the investing public the fraudulent nature of the co-conspirators’ ownership of and control over the Gerova stock.
Jason Galanis, among others, also fraudulently induced investment advisers, including Gavin Hamels, to purchase shares of Gerova stock in the investment advisers’ client accounts by offering compensation and/or other benefits to the respective investment adviser. By causing the purchase of Gerova stock at the time, quantity, and/or price of their choosing, the co-conspirators were able to, among other things, effectuate the sale of large quantities of Gerova stock from the Shahini Accounts that the co-conspirators controlled while artificially maintaining the price of Gerova stock through coordinated matched trading. Such coordinated trading served to manipulate the market for Gerova stock and deceive the investing public.
As a result, GARY HIRST, Jason Galanis, and their co-conspirators reaped nearly $20 million in profits, including approximately $2.6 million that benefitted HIRST directly.
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In addition to the prison term, GARY HIRST, 64, was sentenced to 1 year of supervised release. HIRST was also ordered to forfeit $19,038,650.53, and restitution to be determined at a later date.
Jason Galanis, who pled guilty to two counts of conspiracy to commit securities fraud, one count of securities fraud, and one count of investment adviser fraud, was sentenced to a term of 135 months in prison on February 15, 2017. John Galanis and Derek Galanis, each of whom pled guilty to one count of conspiracy to commit securities fraud and one count of securities fraud, were each sentenced to a term of 72 months’ imprisonment on February 16, 2017. Jared Galanis, who pled guilty to misprision of a felony, was sentenced to a term of 150 days in prison on January 11, 2017. Gavin Hamels, who pled guilty to one count of conspiracy to commit securities fraud, one count of securities fraud, and one count of investment adviser fraud, is scheduled to be sentenced before Judge Castel on November 29, 2017. Defendant Ymer Shahini remains a fugitive.
Mr. Bharara praised the work of the U.S. Postal Inspection Service and the Federal Bureau of Investigation, and thanked the SEC.
The charges were brought in connection with the President’s Financial Fraud Enforcement Task Force. The task force was established to wage an aggressive, coordinated and proactive effort to investigate and prosecute financial crimes. With more than 20 federal agencies, 94 U.S. attorneys’ offices, and state and local partners, it is the broadest coalition of law enforcement, investigatory and regulatory agencies ever assembled to combat fraud. Since its formation, the task force has made great strides in facilitating increased investigation and prosecution of financial crimes; enhancing coordination and cooperation among federal, state and local authorities; addressing discrimination in the lending and financial markets; and conducting outreach to the public, victims, financial institutions and other organizations. Since fiscal year 2009, the Justice Department has filed over 18,000 financial fraud cases against more than 25,000 defendants. For more information on the task force, please visit www.StopFraud.gov.
This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Brian Blais, Rebecca Mermelstein, and Aimee Hector are in charge of the prosecution.