George's practice focuses on securities and corporate governance litigation, related SEC investigations, and professional liability for accounting firms. He also has extensive experience conducting internal investigations on behalf of boards of directors of both public and private companies.

Chambers USA currently reports that “Greer has particular expertise in matters relating to allegations of false accounting and financial reporting.” A prior edition of Chambers USA reported that “The market describes him as a ‘bright, strategic’ lawyer who ‘understands how to deal with people effectively’ and ‘gets great results.'" He has been named Securities Lawyer of the Year for Seattle in four of the five most recent years.

George has represented issuers, officers, directors, accountants and underwriters in class action securities litigation and in SEC investigations and enforcement proceedings. George's practice also includes representation of companies, boards of directors, Special Litigation Committees and individuals in corporate governance disputes.

  • Representation of Microsoft in a derivative action pending in federal court.
  • Representation of a Big Four accounting firm in an SEC investigation.
  • Representation of a Big Four accounting firm in state court litigation stemming from the Madoff fraud.
  • Representation of the Audit Committee of the Board of Directors of Fortune 500 company in internal investigation concerning FCPA issues.

Posts by: George Greer

Supreme Court Weighs Insider Trading: Friends, Family, and Others

US Capitol Dome

On October 5, 2016, the Supreme Court heard oral arguments in US v. Salman, a closely-watched insider trading case in which the Ninth Circuit held that, where the insider had a close personal relationship with the tippee, a remote tippee could be liable for insider trading even in the absence of a pecuniary benefit to the tipper. In so holding, the Ninth Circuit declined to extend the Second Circuit’s 2014 decision in US v. Newman, which held that insider trading requires proof of “a meaningfully close personal relationship that generates an exchange that is objective, consequential, and represents at least a potential gain of a pecuniary or similarly valuable nature.”  Early analysis of the arguments in Salman suggests that the Court will, as some have previously predicted , “split the baby” by leaving Salman’s conviction in place while also adopting a rule that would not affect the result in US v. Newman.  Given the Court’s decision to grant certiorari in Salman rather than Newman, this result seems all the more likely.

Bassam Salman was convicted of insider trading after trading on information he received from Michael Kara, his brother in law, who in turn received that information from his brother, Maher Kara. Salman was aware that the information came from Maher, a Citigroup banker working on various health care deals and sharing information very openly with his brother.  Michael also traded on the information and, although he told Maher that he was not trading, Maher suspected otherwise.  Nevertheless, Maher never received any financial or other concrete benefit in the exchange, though there was evidence that he and his brother had a close relationship.

In Salman’s brief, he argued that his conviction was inconsistent with the Court’s seminal 1983 insider trading decision in SEC v. Dirks as interpreted by the Second Circuit in Newman: that insider trading requires proof of “at least a potential gain of a pecuniary or similarly valuable nature.”  That is, to the extent that Maher offered material, non-public information to his brother in violation of his confidentiality obligations to his employer, that activity did not violate insider trading laws because Maher did not receive anything concrete in exchange.

From the outset of oral argument, several justices were noticeably skeptical of Salman’s arguments. Justices Ruth Bader Ginsberg and Anthony Kennedy questioned whether Salman’s conviction was just analogous to standard accomplice liability.  Justice Kennedy observed that where the tippee does the trading and benefits thereby, as in Salman’s case, the tippee is really the recipient of the “gift” of the tip and by traditional analysis is an accomplice to the tipper’s wrongdoing.

In addition, several justices repeatedly went back to Dirks, in which the Court said that it might be possible to infer the required personal benefit “when an insider makes a gift of confidential information to a trading relative or friend.”  As Justice Kennedy observed, Dirks suggested that “there’s a benefit in making a gift,” even if there is no pecuniary exchange.  Justices Elena Kagan and Stephen Breyer both observed that Salman’s suggested approach would be a significant departure from most courts’ interpretations of the original Dirks holding.  Justice Kagan noted that Dirks seemed to indicate that “it’s not only about when there’s a quid pro quo from the tippee to the tipper, but when the tipper makes a gift to the tippee, and in particular a relative or friend.”  Justice Breyer noted outright that if the court embraced Salman’s approach, it was “really more likely to change the law that people have come to rely upon than it is to keep to it.”

The government, by contrast, had urged that there was no conflict among the reasoning upholding Salman’s conviction, SEC v. Dirks, or US v. Newman.  The government urged that Michael and Maher had the kind of “meaningfully close personal relationship” that was not present in Newman, a case that involved several levels of remote tippees, none of whom had particularly close friendships much less a family relationship as in Salman.  By this logic, the result in Salman was entirely consistent with both Dirks and Newman because the “personal relationship” was sufficiently different and satisfied the precedent established by Dirks.

When the government lawyer took the podium, the justices continued to pose challenging questions, but many justices signaled an apparent belief that the government’s position was more acceptable. Some justices did seem concerned that under the government’s proposed rule, non-relatives or non-friends might be swept into liability, but Deputy Solicitor General Michael Dreeben seemed ready to concede some ground on that front.  Toward the end of the argument, Justice Kagan asked whether the court could “separate out that strange, unusual, hardly-ever-prosecuted situation” of non-friends or non-relatives facing liability and Dreeben said he would be “fine with that.”  As described above, his response may open the door for the Court to uphold Salman’s conviction while leaving Newman unchanged.

Equity Trust Notches a Rare Defense Win in SEC Administrative Proceedings

Pen and Calculator

On June 27, 2016, SEC Administrative Law Judge Carol Fox Foelak dismissed the Division of Enforcement’s charges against IRA custodian Equity Trust Company in connection with the company’s processing of investments marketed by two convicted fraudsters.  Judge Foelak’s decision—a complete defense victory for Equity Trust—shows that while the Division of Enforcement may still win most of its cases in administrative proceedings, it doesn’t win them all.


Storm Warning for Safe Harbor


On February 29, 2016, the Supreme Court denied certification in Harman International Industries Inc. et al. v. Arkansas Public Employees Retirement System et al., thereby leaving unanswered a number of questions related to the Safe Harbor provision of the Private Securities Litigation Reform Act (PSLRA).  The petitioners, defendant Harman International Industries Inc. (“Harman” or “the Company”) and related individual defendants, argued that the D.C. Circuit Court of Appeals erred when it reversed the district court’s decision granting Harman’s motion to dismiss.  In declining to hear the case, the Supreme Court failed to resolve a circuit split concerning the relevance of state of mind to the efficacy of cautionary language.


To Hall(iburton) and Back: Will Third Time Be a Charm as Fifth Circuit Grants Another Appeal in Halliburton?


In what is now the third interlocutory appeal in the course of class certification  proceedings spanning more than a decade, the case of Erica P. John Fund, Inc. v. Halliburton Co. will head back to the United States Court of Appeals for the Fifth Circuit, with perhaps another trip to the Supreme Court to follow.  The Fifth Circuit’s eventual decision on this latest interlocutory appeal could clarify—at least in the Fifth Circuit—just how far a defendant in a securities class-action can go in presenting indirect evidence of (a lack of) price impact to defeat class certification.


Judge Berman Deflates SEC’s ALJ Appointment Process


United States District Court Judge Richard M. Berman of the Southern District of New York has been making headlines in recent weeks as he presides over the highly publicized case between the National Football League (“NFL”) and National Football League Players Association (“NFLPA”) regarding the suspension of New England Patriots star quarterback Tom Brady over his alleged role in “Deflategate.”  Taking a page from the Patriot’s playbook, Judge Berman recently deflated the United States Securities and Exchange Commission (“SEC”) and its controversial administrative court forum.


Internal Investigations: Do No Harm


Internal investigations are an ever-present challenge for companies. They can involve virtually any topic and arise in myriad ways.  Embezzlement, accounting improprieties, bribery, and financial statement adjustments can all lead to a closely scrutinized investigation, with likely triggers of whistleblower reports, news articles, litigation demands, or regulatory inquiries.  The common denominator is that they present high pressure and/or high stakes.  Consequently, it is imperative that matters not be made worse through a flawed internal investigation.  In today’s post, we cover some of the essential topics to keep in mind when managing an internal investigation to ensure that the investigation itself does not cause or exacerbate harm to the company.


SEC’s Administrative Proceedings: Where One Stands Appears to Depend on Where One Sits

Chairs Around a Table

As we have previously reported, practitioners and judges alike have recently been questioning the SEC’s increased use of administrative proceedings. Defense lawyers complain that administrative proceedings, which have historically been a rarely used enforcement tool, are stacked against respondents. Recently, Judge Rakoff of the U.S. District Court for the Southern District of New York publicly discussed the “dangers” that “lurk in the SEC’s apparent new policy.” Director of Enforcement Andrew Ceresney delivered a speech late last month responding to public criticism, in particular countering many points raised by Judge Rakoff.


No “Loos” Causation From Mere Announcement Of Internal Investigation

Map and gavel

Securities fraud actions are often filed on the heels of an announcement of an internal or SEC investigation.  A recent Ninth Circuit decision, Loos v. Immersion Corp., may make it easier for company executives to sleep at night following such an announcement.  The Ninth Circuit has joined a growing number of circuits holding that the announcement of an internal investigation, standing alone, is insufficient to show loss causation at the pleading stage. READ MORE

Money, Gold and Judges: D.C. Circuit Holds SEC’s Conflict Minerals Rule Violates the First Amendment

Judges Gavel

On April 14, 2014, a divided panel of the U.S. Court of Appeals for the District of Columbia held in National Assoc. of Mfg., et al. v. SEC that the required disclosures pursuant to the SEC’s Conflict Minerals Rule violated the First Amendment’s prohibition against compelled speech, throwing that rule into uncertainty and possibly opening the door to constitutional challenges to similar disclosure rules.

The Conflict Minerals Rule requires companies and foreign private issuers in the U.S. to disclose their use of “conflict minerals” both to the SEC and on their websites.  The Rule, which was adopted pursuant to Section 1502 of the Dodd-Frank Act as a response to the Congo War, defines “conflict minerals” as gold, tantalum, tin, and tungsten from the Democratic Republic of Congo (“DRC”) or an adjoining country, which directly or indirectly financed or benefited armed groups in those countries.  The deadline for satisfying the Rule, which became effective in November 2012, is May 31, 2014.  The National Association of Manufacturers, along with Business Roundtable and the U.S. Chamber of Commerce, challenged the Rule in the district court and then appealed to the Circuit Court. READ MORE

Update on Municipalities Continuing Disclosure Cooperation Initiative


On March 10, 2014, the Securities and Exchange Commission (“SEC”) announced that issuers and underwriters of municipal securities may voluntarily report materially inaccurate statements made in offering documents regarding prior continuing disclosure compliance through a program called the Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”).

Orrick and BLX Group have issued a client alert with key information.