Der neue CTO eines Technologieunternehmens wird angeklagt; Unternehmen behauptet dann, er sei nie CTO gewesen | Corvex ernannte Brian Raymond wenige Tage vor der Anklage wegen illegaler Chip-Exporte zum CTO

Some of the details from this morass of conflicting claims:

>Corvex certainly seemed to think that Raymond was its CTO in the days before his indictment. Corvex named Raymond as its CTO in a press release and filings to the Securities and Exchange Commission, which detailed plans for a merger with Movano Health.
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>But once Raymond was arrested, Corvex told media outlets that it had never completed the process of hiring him as an employee. While someone could technically be a CTO as a contractor and not a regular employee, a company spokesperson subsequently claimed to Ars that Raymond had never been the CTO.
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>The press release says, “Corvex is an AI cloud computing company specializing in GPU-accelerated infrastructure for AI workloads. Corvex is based in Arlington, Virginia, and is led by Seth Demsey and Jay Crystal, Co-Chief Executive Officers and Co-Founders, and Brian Raymond, Chief Technology Officer.” It goes on to say that after the merger, the combined company will be led by Demsey, Crystal, Raymond, “and other members of the Corvex management team.”
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>The “is led by” phrase in the press release clearly indicates that Raymond was already the CTO, while the additional statement about the post-merger company indicated he would continue as CTO after the merger’s completion. At the same time, Raymond announced on LinkedIn that he had “formally joined Corvex as the CTO, driving AI at scale for customers around the world.”
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>The Corvex/Movano joint press release naming Raymond as CTO was submitted to the SEC as an exhibit to a Movano filing about the Corvex/Movano merger. A merger agreement submitted to the SEC by Corvex and Movano includes another exhibit listing three “post-closing officers,” specifically Demsey, Crystal, and Raymond.
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>Law professors with expertise in corporate governance and securities regulations told Ars that someone can legally be an officer of a company without being an employee. But Corvex may still have misled investors with its statements about Raymond’s status.
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>“It could be the case that this person was the chief technology officer but was not an employee of the company, was an independent contractor instead,” Andrew Jennings, an Emory University law professor, told Ars. But even if one interprets Corvex telling the press that it never hired Raymond in the most charitable way, the distinction is “splitting hairs… because one doesn’t need to be an employee to be an officer of the company,” Jennings said.
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>If Raymond really wasn’t the CTO, that probably would be a material misstatement because of the nature of the company, Jennings said. For an AI firm or any kind of tech company, the chief technology officer is an important position. The fact that Raymond was one of just three listed officers adds to the likelihood that it could be a material misstatement, if he really was never the CTO.
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>“Knowing what sort of technical leadership the company has could be something of import to a reasonable investor” who is voting on a merger, Jennings said.
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>A false statement about who is the CTO could be used in private litigation brought by investors against the company or in enforcement actions by the SEC. “The SEC could bring an enforcement action under a number of statutes for that sort of false statement, if it were in fact a false statement,” Jennings said.
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>Robert Miller, a law professor at George Mason University, told Ars “that it’s not absolutely impossible to have someone in a role like CTO or even CEO when the person is not an employee, legally speaking.” But even “if that was the case, it would very likely be misleading for the company to say, without qualification or explanation, that ‘Raymond is the CTO of the company.’ That would reasonably be understood to mean that Raymond was an employee.”
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>Not explaining a company officer’s employment status could be a “material omission” in violation of Rule 10b-5, an anti-fraud regulation, he said.

Assuming the company wasn’t aware of this person’s illegal dealings beforehand, this was at best a case of terrible timing that was then followed by an utterly botched attempt by the company to distance themselves from this individual. This attempt looks to be causing more trouble than it might have been worth, as material misstatements in filings are not just a concern for potential investors but also for the SEC.