In re TIM LEISSNER

 
 
UNITED STATES OF AMERICA 
Be fore  the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Re le ase No. 87750 / De cember 16, 2019 
 
INVESTMENT ADVISERS ACT OF 1940 
Re le ase No. 5418 / Decembe r 16, 2019 
 
INVESTMENT COMPANY ACT OF 1940 
Re le ase No. 33715 / De cember 16, 2019 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Re le ase No. 4108 / Decembe r 16, 2019 
 
ADMINISTRATIVE PROCEEDING 
File  No. 3-19619 
 
 
In the  Matter of 
 
TIM LEISSNER, 
 
Re s pondent. 
 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 15(b) AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
SECTION 203(f) OF THE INVESTMENT 
ADVISERS ACT OF 1940, AND SECTION 
9(b) OF THE INVESTMENT COMPANY 
ACT OF 1940, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS AND 
A CEASE-AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission  (“Commission”)  deems it  appropriate and in  the 
public  interest that public  administrative  and cease-and-desist proceedings be,  and hereby are, 
instituted  pursuant to  Sections 15(b) and 21C  of the Securities  Exchange Act of 1934  (“Exchange 
Act”), Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of 
the Investment Company Act of 1940 (“Investment Company Act”) against Tim  Leissner 
(“Respondent” or “Leissner”). 
 
 
 
 

 
 
 
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II. 
 
 In anticipation  of the institution  of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission  has determined  to accept.  Solely for the 
purpose of these proceedings  and any other proceedings  brought  by or on behalf of the 
Commission,  or to which the Commission  is  a party, Respondent admits the Commission’s 
jurisdiction  over him and the subject  matter of these proceedings,  and consents to the entry of this 
Order Instituting Administrative  and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 
21C of the Securities Exchange Act of 1934, Section 203(f)  of the Investment Advisers Act of 
1940,  and Section 9(b)  of the Investment Company  Act of 1940, Making  Findings, and Imposing 
Remedial  Sanctions  and a Cease-and-Desist Order (“Order”), as set forth below.    
 
III. 
 
 On the basis of this  Order and Respondent’s Offer, the Commission  finds
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 that:  
 
SUMMARY 
 
1. This  matter relates to a massive corruption  scheme perpetrated by Leissner while 
acting  as a senior executive of The Goldman Sachs Group, Inc. (“Goldman Sachs” or the 
“Company”).  Leissner, in coordination with other Goldman Sachs senior executives, authorized 
and paid  bribes and kickbacks  to government  officials  in  Malaysia and the Emirate of Abu Dhabi 
(“Abu Dhabi”) in order to secure lucrative business for Goldman Sachs.  Leissner’s actions 
resulted in  violations  of the antibribery,  books  and records and circumvention  of internal 
accounting controls provisions of the Foreign Corrupt Practices Act (“FCPA”). 
 
2. 1Malaysia Development Berhad (“1MDB”) is a Malaysian state-owned and 
controlled  investment  fund  created to pursue projects for the economic  benefit  of Malaysia and its 
people.  Between approximately  2009  and 2014,  as 1MDB raised capital  to fund its  projects, 
billions  of dollars  were diverted from 1MDB.  The diverted  funds included  a substantial  portion  of 
the approximately  $6.5  billion  in  capital that 1MDB raised in  2012  and 2013  through  three bond 
offerings that it executed with Goldman Sachs (the “bond deals”).  As part of the scheme, Leissner 
and others bribed  government  officials  in  Malaysia  and in  Abu Dhabi  to obtain  and retain lucrative 
business for Goldman  Sachs, including  the 2012  and 2013  bond  deals,  from which  Goldman  Sachs 
earned approximately  $600  million. 
 
3. Leissner willfully  violated  Section 30A of the Exchange Act by directly 
participating in the bribery scheme.  He also caused Goldman Sachs’s books and records to not, in 
reasonable detail,  accurately or fairly  reflect the transactions and dispositions  of the company’s 
assets in violation  of Section 13(b)(2)(A) of the Exchange Act, and he willfully  aided and abetted 
violations  of that Section.  Additionally,  Leissner willfully violated  Section  13(b)(5) of the 
                                              
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 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding.  
 

 
 
 
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Exchange Act and Rule 13b2-1  thereunder by knowingly  circumventing  what internal  accounting 
controls  Goldman  Sachs had in  place in  order to both  advance and conceal the corrupt scheme.   
 
Re s pondent
 
 
4. Tim Le is sner, age 50, was employed  by Goldman  Sachs between April  1998  and 
March 2016.  Prior to his separation from Goldman  Sachs, Leissner was a Participating  Managing 
Director, Vice Chairman of the Investment Banking  Division  for Asia Ex-Japan, and Chairman  of 
South  East Asia.  Leissner was a coverage banker for various  clients  in  the Asia Ex-Japan region, 
including  1MDB.  Leissner was at all relevant times an associated person of the Company’s U.S. 
registered broker-dealer and investment  adviser,  Goldman  Sachs & Co. LLC. 
 
Re late d Entitie s
 
 
5. The  Goldman Sachs  Group, Inc. (“Goldman Sachs” or the “Company”) is a U.S. 
based global  investment  banking,  securities,  and investment  management firm  headquartered in 
New York, New York.  The common  stock of the Company  is registered pursuant to Section  12(b) 
of the Exchange Act and is listed  for trading  on the New York Stock Exchange.  The Company  is 
an “issuer” within the meaning of the FCPA.   
 
6. Goldman  Sachs  & Co. LLC (“GS&Co.”), a subsidiary of Goldman Sachs, is 
registered as a broker-dealer and as an investment adviser with the Commission.  GS&Co.’s 
principal  business operations  are located in  New York, New York.  Leissner was associated with 
GS&Co. from April  1998  until  March 2016.   
 
7. 1MDB was a strategic investment and development  company  wholly-owned  by the 
Malaysian  government  through  the Malaysian  Ministry  of Finance.  It was formed in  2009  when 
the Malaysian  government  took control  of a municipal  entity  called  Terengganu Investment 
Authority (“TIA”).  1MDB was created to pursue investment and development projects for the 
economic  benefit of Malaysia  and its people,  primarily  relying  on  debt to  fund these investments.   
1MDB's development  projects were focused in  the areas of energy, real estate, tourism  and 
agribusiness.   1MDB was overseen by senior  Malaysian  government  officials,  was controlled  by 
the Malaysian  government,  and performed a government  function  on behalf  of Malaysia.    
 
8. The  Middle  Eas tern Sovereign We alth Fund was an investment  fund wholly-
owned by the government  of Abu Dhabi.  It was established  by the government  of Abu Dhabi 
pursuant to an Emiri Decree in or around 1984 with a mandate to advance Abu Dhabi’s natural 
petroleum  wealth for the development  of the emirate.  The Middle  Eastern Sovereign  Wealth  Fund 
was overseen by senior Abu Dhabi  government  officials,  was controlled  by  the Abu Dhabi 
government, which appointed all the members of the Middle Eastern Sovereign Wealth Fund’s 
board of directors,  and performed a government  function  on  behalf of Abu Dhabi. 
 
9. The  Middle  Eas tern Investment Firm, a subsidiary  of the Middle  Eastern 
Sovereign  Wealth  Fund,  was a public joint  stock company  incorporated  under the laws of Abu 
Dhabi.   

 
 
 
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10. Jho Low, age 38,  is a Malaysian  national  who advised  on the creation of TIA, 
1MDB’s predecessor entity.  Jho Low has never held a formal position at 1MDB.  Jho Low 
nevertheless exercised significant  control  over 1MDB during  the time  period  relevant to this  Order.  
Jho Low worked as a finder and intermediary  in  relation  to 1MDB officials  and other government 
officials  on numerous  financial  transactions and projects  involving  Goldman  Sachs.  
 
11. Roge r Ng, age 47, is a Malaysian  national  who was employed  as a Managing 
Director and acted as an agent of Goldman  Sachs.  He worked with  Leissner at Goldman  Sachs 
from approximately  2009  to May 2014.    
 
12. Najib  Razak, age 66, was the Prime Minister  of Malaysia from  2009  to 2018  who 
held  a position  of authority  with 1MDB.  
 
FACTS 
 
Background 
13. 1MDB was formed in  or around  2009,  when the Malaysian  government  asserted 
federal control  over TIA, which  previously  had been a development  fund controlled  by the 
Malaysian  state of Terengganu.  
 
14. 1MDB was created for the stated purpose of pursuing  investment  projects for the 
economic  benefit of Malaysia  and its people,  relying  mainly  on  debt to support  these projects.  
1MDB was supervised by senior  Malaysian  government  officials,  controlled  by  the Malaysian 
government, and performed a government function on behalf of Malaysia.  Upon 1MDB’s 
formation,  Najib  Razak assumed a position  of authority  with  1MDB.  Najib  Razak had the 
authority  to approve all appointments to, and removals from, 1MDB’s Board of Directors and 
1MDB’s Senior Management Team.  In addition,  any financial commitments by 1MDB, including 
investments,  that were likely  to affect a guarantee given  by the government  of Malaysia for the 
benefit of 1MDB or any policy  of the Malaysian  government,  required  the approval  of Najib 
Razak. 
 
Malays ian Inte rme diary Jho Low 
 
15. Low had advised on the creation of TIA, 1MDB’s predecessor entity.  Although he 
did  not  hold  a formal  title  with  1MDB or the Malaysian  government,  Low worked as a finder  and 
intermediary  in  relation  to 1MDB officials  and other government  officials  on multiple  financial 
transactions and projects, including  transactions involving  Goldman  Sachs. 
 
16. Goldman  Sachs, through  its participating  managing  director Leissner, was retained 
to provide  financial  advice to the government  of Malaysia  in  connection  with  the 2009  federal 
takeover of TIA (“Project Tiara”).  Notwithstanding Low’s public denials about any involvement 
with  1MDB during this time,  while  working  on this  project,  Leissner and other senior  executives at 
Goldman  Sachs knew that Low worked as a finder  and intermediary  in  relation  to 1MDB,  and 

 
 
 
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began to actively work to conceal Low’s involvement in Goldman Sachs-related transactions from 
others at the firm.   Leissner and others, including  Goldman  Sachs Managing  Director Roger Ng,  at 
the time knew that Low remained  close to 1MDB officials  and other government  officials  in 
Malaysia,  including  Najib  Razak, and Abu Dhabi.  During  this  time,  Low also specifically 
requested that Leissner, Ng and others conceal his involvement in Goldman Sachs’s business. 
 
17. Goldman Sachs’s various internal FCPA and accounting controls were overseen 
and enforced by its compliance function (the “Compliance Group”) and its legal department (the 
“Intelligence Group”).  These groups worked in conjunction with, and as part of, various Goldman 
Sachs committees (“GS Committees”) in reviewing transactions for approval. 
 
18. Goldman Sachs’s written policies required bankers who submitted  transactions to 
GS  Committees for approval,  such as Leissner, to broadly  disclose  information  relevant to the 
matters at issue, including  “a full assessment of the transaction risks.”  Nevertheless, while 
working  on Project Tiara and thereafter, Leissner selectively  concealed from other employees of 
Goldman  Sachs, including  the GS Committees  and their  members, that he was working  with Low 
as an intermediary  to secure the deals.  Leissner did  this  in  an effort to avoid  potential  heightened 
scrutiny  of the bond  deals by  the GS  Committees,  the Compliance  Group  or the Intelligence 
Group.    
 
19. Between in or around  September 2009  and in  or around  March 2011,  Leissner and 
others, including  Ng,  supported at least three attempts to make Low a formal client  of Goldman 
Sachs.  Leissner and Ng supported  these efforts because, in  part, they believed  that Low would 
work to deliver  lucrative  business  deals, including  from  1MDB, for the ultimate  benefit  of 
Goldman  Sachs, Leissner, Ng and others.  These attempts were unsuccessful because certain 
personnel within Goldman Sachs’s Compliance Group and Intelligence Group had previously 
refused to approve any business relationship  with  Low.  Their  refusal was based, in  part, on 
concerns that these groups had concerning the source of Low’s wealth.  Personnel within the 
Compliance Group and the Intelligence Group communicated the rejection of Low’s application to 
Leissner and others within  Goldman  Sachs.  Notwithstanding  their knowledge  of the concerns that 
had been raised about Low not  being  a suitable  client  for Goldman  Sachs, Leissner and other 
employees  and agents of Goldman  Sachs continued  to work with  Low based upon  their belief  that 
Low would  help  ensure that government  officials  in  Malaysia and Abu Dhabi  would deliver 
lucrative  business deals to Goldman  Sachs. 
 
The  Bond De als 
 
20. Later, when Goldman  Sachs was retained by 1MDB to assist it with  three large debt 
financings  in  2012  and 2013 – the “bond deals” – Leissner and other senior executives of Goldman 
Sachs knew that Low was playing  a central role in  these transactions,  including  by acting  as an 
intermediary  between Goldman  Sachs, 1MDB and other Malaysian  and Abu Dhabi  government 
officials.   Leissner and other senior  executives of Goldman  Sachs also knew that Low promised  to 
pay bribes and kickbacks  to these officials  to secure 1MDB business  for Goldman  Sachs.   
 

 
 
 
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21. Throughout  2012  and 2013,  Leissner and other senior  executives of Goldman  Sachs 
actively  worked to obtain  and retain business  from 1MDB for the benefit of Goldman  Sachs 
through  the promise  and payment of bribes  and kickbacks to government  officials  in  Malaysia  and 
Abu Dhabi  using,  in  part, misappropriated  and embezzled  proceeds from the bond  deals.  During 
this  time,  through  the course of the scheme, Leissner and others paid  millions  of dollars  in  bribes 
and kickbacks to government  officials,  and obtained  1MDB business for Goldman  Sachs, in 
particular,  the three bond  deals.  These three bond  financing  transactions were referred to internally 
at Goldman  Sachs as “Project Magnolia,” “Project Maximus” and “Project Catalyze.”  
 
22. Goldman Sachs’s role as underwriter for the bond deals meant that the firm would 
be using  its own  capital to fund  the initial  purchase of the 1MDB bonds.   Accordingly,  the 
transactions were formally  reviewed and approved by  multiple  GS  Committees  including  the 
Firmwide Capital Committee (“Capital Committee”).  The Capital Committee’s charter states as 
follows:    
 
The Committee  provides  approval  and oversight  globally  of debt-related 
transactions, including  principal commitments of the Firm’s capital. The 
Committee  aims  to ensure that business,  reputational  and suitability  standards for 
underwritings  and capital  commitments  are maintained  on  a global  basis.   
 
23. Although  the purported  purpose of the approximately  $6.5 billion  raised by the 
three bond  transactions was to support  1MDB projects for the benefit  of the Malaysian  people, 
Leissner and others instead planned  and executed a scheme to misappropriate  more than $2.7 
billion  and distribute the money  as bribes  and kickbacks to government  officials  in  Malaysia and 
Abu Dhabi,  including  but not limited  to Najib  Razak, as well  as to other participants  in  the scheme 
and their families,  including  Leissner. 
 
Goldman  Sachs  Obtains  Proje ct Magnolia from Malays ian Sove reign We alth Fund 
 
24. In or around early 2012,  Leissner and other senior  executives of Goldman  Sachs 
met in  Malaysia with  others, including  Low and other 1MDB officials.   A purpose of the meeting 
was to discuss 1MDB’s proposed purchase of a Malaysian energy company (“Malaysian Energy 
Company A”) and Goldman Sachs’s preparedness to help obtain financing for the purchase.   
 
25. During  that meeting,  Leissner and other senior executives of Goldman  Sachs 
discussed with  Low the type of financial  guarantee that 1MDB needed to obtain  for the bond 
issuance to meet Goldman Sachs’s underwriting requirements.  They ultimately  agreed on  a 
guarantee from the Middle  Eastern Sovereign  Wealth Fund.   Leissner, Ng and another senior 
executive of Goldman  Sachs understood  that Low was acting as an intermediary  between 1MDB, 
Najib  Razak and other government  officials  from Abu  Dhabi. 
 
26. In late February 2012,  Leissner and other senior  executives of Goldman  Sachs met 
with  Low and other 1MDB officials  in  London  to discuss the proposed  financing.   During  this 
meeting,  Low explained  that in  order to secure the guarantee from the Middle  Eastern Sovereign 
Wealth Fund  discussed at the prior  meeting  with  Leissner and others, they would  have to pay 

 
 
 
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bribes  and kickbacks  to government  officials,  including  to certain officials  in  Malaysia and Abu 
Dhabi.  After the February 2012  meeting,  Leissner discussed this  information  with  other senior 
executives of Goldman  Sachs.  
 
27. In or around March 2012,  1MDB formally  engaged Goldman  Sachs to be the sole 
underwriter for the $1.75 billion  debt financing  transaction designed,  in  part, to pay for the 
acquisition  of Malaysian  Energy Company  A, which  was guaranteed by the Middle  Eastern 
Sovereign  Wealth  Fund.   
 
28. In or around March 2012,  Leissner and certain other senior executives of Goldman 
Sachs traveled to Abu Dhabi  along  with  Low and certain other 1MDB officials  
to meet with  officials  of the Middle  Eastern Sovereign  Wealth  Fund  and its subsidiary  the Middle 
Eastern Investment Firm  to discuss the contemplated  guarantee for Project Magnolia.   Throughout 
that time,  Leissner knew Low had arranged the meetings  with  the officials  of the Middle  Eastern 
Sovereign  Wealth  Fund and the Middle  Eastern Investment Firm,  and that some of these officials, 
among  others, would  be paid  bribes by  Low to secure the guarantee.  
 
29. Leissner and other senior  executives of Goldman  Sachs also knew that Low would 
pay bribes and kickbacks  to influence  Malaysian  officials  to obtain  the necessary approvals to 
execute Project Magnolia  for Goldman  Sachs.  During  the months  leading  up  to the issuance of 
Project Magnolia,  Leissner knew that Low enlisted  1MDB officials  to assist him  in  ensuring  that 
all  necessary approvals were obtained from  1MDB officials  and others to complete the transaction, 
in  exchange for bribes  and kickbacks  to those 1MDB officials. 
 
30. In or around the end of May 2012,  near the closing  of Project Magnolia,  Leissner 
actively  worked with  another senior  executive of Goldman  Sachs and Low to divert  some of the 
bond  proceeds that Goldman  Sachs raised from Project Magnolia  into  the bank accounts of shell 
companies  that Leissner, the other Goldman  Sachs senior  executive and Low beneficially  owned 
and controlled.   These individua ls  understood  and expected to keep some of the diverted funds  for 
their personal  use, and that other funds would  be used to pay bribes  and kickbacks to government 
officials  in  Malaysia and Abu Dhabi  and elsewhere in exchange for their  assistance in obtaining 
and retaining  business for Goldman  Sachs in connection  with  Project Magnolia. 
 
31. On or about May 21,  2012,  Project Magnolia  closed,  earning approximately  $193 
million  in  fees for Goldman  Sachs. 
 
32. Goldman  Sachs transferred the proceeds of the Magnolia  bond  offering  via wire to 
the 1MDB entity  designated  to receive the payment.  At the time,  Leissner, Low and others knew 
that a large portion  of the proceeds of the bond  offering  would  be diverted  to themselves and 
others, including  government  officials,  through  shell  companies  beneficially  owned and controlled 
by Low,  Leissner and others.   
 
33. Goldman Sachs’s documentation of the wire transfer – including  a signed  payment 
authorization  and instruction,  an executed agreement between Goldman  Sachs and its client,  and 
the Project Magnolia  offering  circular (collectively,  the “Magnolia Bond Documents”) – falsely 

 
 
 
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stated that the proceeds would  be used only  to pay for the acquisition  of Malaysian  Energy 
Company A or for “general corporate purposes.”  Leissner knowingly caused these records to be 
false.   
 
34. Within  three months  of the closing  of Project Magnolia,  millions  of dollars  of bond 
proceeds were transferred through shell  companies  beneficially  owned and controlled  by Low and 
other participants  in  the scheme into  a Hong Kong  bank account in  the name of shell  companies 
incorporated  in  the British  Virgin  Islands and controlled  by Leissner.  Leissner also used a portion 
of these funds for his  personal use and enjoyment.   Leissner also knew that other bond  funds from 
Project Magnolia  were transferred through shell  company accounts beneficially  owned and 
controlled  by  Low and other participants  in  the scheme and ultimately  into  accounts of shell 
companies  beneficially  owned and controlled  by Abu Dhabi  government  officials  with  influence 
over the transaction. 
 
Goldman Sachs  Obtains  Proje ct Maximus  from Malays ian Sove reign We alth Fund 
 
35. In or about May 2012,  Leissner, Low and others began to plan  a second bond 
transaction, known internally at Goldman Sachs as “Project Maximus,” which was designed, in 
part, to raise capital  for 1MDB to purchase a second Malaysian  power generation company 
(“Malaysian Energy Company B”).  Leissner and certain other senior executives of Goldman 
Sachs intended  that Low and others would  pay bribes  and kickbacks to influence  Malaysian  and 
Abu Dhabi  officials  to obtain  the necessary approvals to execute the bond  offering.   The mandate 
to underwrite this  bond  offering  was also awarded by 1MDB to Goldman  Sachs, and it  was 
structured similarly  to the first bond  issuance but only  with  an indirect  guarantee from  the Middle 
Eastern Sovereign  Wealth Fund. 
 
36. Although  the Middle  Eastern Sovereign  Wealth Fund  did  not provide  a direct 
financial  guarantee of the Project Maximus  bonds  as it had with  Project Magnolia,  it  nevertheless 
agreed to privately  secure the bonds on  a bilateral  basis with  Goldman  Sachs.  As with Project 
Magnolia,  Leissner and others continued  to work with  Low to acquire this  business for Goldman 
Sachs. 
 
37. Leissner knew that a large portion  of the proceeds of Project Maximus  would  be 
illegally diverted to himself  and others, including  government  officials,  through  shell  companies 
beneficially  owned and controlled  by Leissner and others.  Leissner also knew at the time that 
Najib  Razak and government  officials  from  Abu Dhabi and 1MDB officials  would  receive money 
from the proceeds of Project Maximus  that passed through  various  shell  companies  beneficially 
owned and controlled  by himself,  Low and others.  Moreover,  along  with  Low and others,  it was 
Leissner’s intended purpose that the payments were to flow  to these government  officials  to 
influence  the officials  to execute the bond  transaction with  Goldman  Sachs.  A close relative of 
Najib  Razak and a senior official  with  the Middle  Eastern Sovereign  Wealth Fund,  among  others, 
received some of these funds. 
 
38. On or about October 10,  2012,  Leissner participated  in  a GS  Committee  meeting 
that included  senior Goldman  Sachs executives participating  from  multiple  locations  globally, 

 
 
 
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including  New York City,  New York.  The meeting  was convened for the purpose of approving 
Goldman Sachs’s role in Project Maximus.  During the meeting, Leissner was directly asked 
whether Low was involved  in  Project Maximus.   Leissner told  the GS Committee  affirmatively 
that Low was not involved  in  Project Maximus,  though  Leissner and other senior executives of 
Goldman  Sachs knew at the time  that this  statement was false.   
 
39. Project Maximus  closed on or about October 17,  2012,  raising approximately  $1.75 
billion  for the designated  1MDB entity  and resulting  in  approximately  $188  million  in  fees for 
Goldman  Sachs.   
 
40. Leissner knew that some of the proceeds from Project Maximus  were transferred by 
or per Low to Leissner in  furtherance of the scheme.  Thereafter, Leissner, Low and others caused 
some of these funds to be transferred to the accounts of 1MDB officials  or relatives  of such 
officials,  or to the accounts of shell  companies  beneficially  owned by 1MDB officials,  in  exchange 
for their assistance in  obtaining  and retaining  business  for Goldman  Sachs. 
 
41. Goldman Sachs’s documentation  of its  transfer of funds to purchase the bonds – 
including  a signed  payment  authorization  and instruction,  an executed agreement between 
Goldman  Sachs and its  client,  and the Project Maximus  offering  circular (collectively,  the 
“Maximus Bond Documents”) – falsely  stated that the bond  proceeds would  be used solely  to pay 
for the acquisition of Malaysian Energy Company B or for “general corporate purposes.”  Leissner 
knowingly  caused these records to be false.   
 
42. In 2012,  1MDB issued  a total  of $3.5  billion in  bonds  that were underwritten by 
Goldman  and indirectly  guaranteed by the Middle  Eastern Sovereign  Wealth Fund. 
 
Goldman  Sachs  Obtains  Proje ct Catalyze  from Malays ian Sove reign We alth Fund 
 
43. In or about November 2012,  despite having  raised over $3  billion  in  the prior  11 
months,  1MDB sought  to raise an additional  $3 billion  through  a bond  issuance known  internally 
at Goldman Sachs as “Project Catalyze.”  This debt financing was purportedly designed to fund 
1MDB’s portion of a joint venture with the Middle Eastern Investment Firm.   Goldman  Sachs was 
engaged to underwrite the project in  or around  early 2013. 
 
44. As they had with  the two prior  1MDB bond  issuances, Leissner and other senior 
executives of Goldman  Sachs continued  to work with  Low as an intermediary between Goldman 
Sachs, 1MDB officials,  Najib  Razak and other Malaysian  government  officials.   Further,  although 
required  by internal  compliance  policies  of Goldman  Sachs, Leissner failed  to disclose  that (a) he 
had received a portion  of the funds diverted from the prior  bond  transactions via  Low and (b) that 
Leissner, Low and others paid  bribes  and kickbacks to 1MDB officials  and others who were 
involved  in  the transactions. 
 
45. The Project Catalyze bond  issued on  or about March 19,  2013,  resulting  in 
approximately  $186  million  in  fees to Goldman  Sachs from this  deal.  A portion  of the 

 
 
 
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approximately  $3 billion  raised by this  bond  issuance was transferred to Leissner by or at the 
direction  of Low. 
 
46. Goldman Sachs’s documentation of the transaction – including  a signed  payment 
authorization  and instruction,  an executed agreement between Goldman  Sachs and its client,  and 
the Project Catalyze offering circular (collectively,  the “Catalyze Bond Documents”) – falsely 
stated that the bond  proceeds would  be used solely to fund Malaysia’s contribution  to a joint 
venture investment vehicle with Abu Dhabi or for “general corporate purposes.”   Leissner 
knowingly  caused these records to be false. 
 
Le is sner and Goldman Sachs  Se e k to Obtain Furthe r Bus iness from Malays ia Pos t-Catalyze 
 
47. Following  the closing  of Project Catalyze,  through  the end of 2014,  Leissner and 
Goldman  Sachs sought,  obtained  and worked to execute several additional  transactions with 
1MDB, particularly  focusing  on a proposed  initial  public  offering  of 1MDB's energy assets 
(“Energy IPO”).   
 
48. Throughout  the time  period  of these additional  transactions, Leissner and other 
participants  in  the scheme continued  to pay bribes  and kickbacks to certain Malaysian  government 
officials,  including  from  the proceeds of the Project Catalyze bond  and other 1MDB transactions, 
to influence  those officials  to award a role for Goldman  Sachs in  the Energy IPO.  
 
49. These bribes and kickbacks  included  transferring millions  of dollars  to the accounts 
of shell  companies  beneficially  owned and controlled  by 1MDB officials,  and transferring 
approximately  $1.3 million  to the account of a New York jeweler to pay for jewelry  for the spouse 
of Najib  Razak.  
 
50. Between in or around  June 2012  and October 2014,  more than $200  million  of the 
proceeds of the three 1MDB bond  deals and other 1MDB business was transferred by Low or at 
his  direction  into  accounts beneficially  owned and controlled  by  Leissner. 
 
LEGAL STANDARDS AND VIOLATIONS 
 
51. Under Section  21C(a) of the Exchange Act, the Commission,  after making  certain 
required  findings,  may impose  a cease-and-desist order upon  any person who is violating,  has 
violated,  or is  about to violate  any provision  of the Exchange Act or any rule or regulation 
thereunder, and upon  any other person that is,  was, or would  be a cause of the violation,  due to an 
act or omission  the person knew or should  have known would  contribute  to such violation.    
 
Le is sner Violate d Exchange Act Section 30A 
 
52. The anti-bribery  provisions  of the FCPA, Section  30A of the Exchange Act, make it 
unlawful  for  any issuer with  a class of securities registered pursuant to Section  12 of the Exchange 
Act, or any employee  or agent of such issuer,   to make use of the mails  or any means or 
instrumentality  of interstate commerce corruptly  in  furtherance of an offer, payment,  promise  to 

 
 
 
11 
pay,  or authorization  of the payment of any money,  or offer, gift  or promise  to give  anything  of 
value to  any foreign  official  for purposes of influencing  any act or decision  of such foreign  official 
in  his  official  capacity in  order to assist such issuer in  obtaining  or retaining  business for or with 
any person.  15 U.S.C. § 78dd-1. 
 
53. As described above, while acting as Goldman Sachs’s employee and agent, 
Leissner made use of interstate commerce by,  among other things, sending  wire transfers from a 
foreign  bank account to a U.S. bank account in  furtherance of his  corrupt offers and promises  to 
bribe  foreign  officials,  through  which Leissner intended  that the officials  would  use their official 
positions  to assist Goldman Sachs in  obtaining  the bond  deals and other business.  By this conduct 
Leissner willfully  violated  Exchange Act Section  30A.   
 
Le is sner Aided and Abe tted and Caus e d Violations  of Exchange Act Se ction 13(b)(2)(A) 
 
54. The books and records provision  of the FCPA, Section  13(b)(2)(A) of the Exchange 
Act, requires every issuer with a class of securities registered pursuant to Section  12  of the 
Exchange Act to make and keep books,  records, and accounts, which,  in  reasonable detail, 
accurately and fairly  reflect the transactions and dispositions  of the assets of the issuer.  15  U.S.C. 
§ 78m(b)(2)(A). 
   
55. As described above, Leissner knowingly  actively  concealed highly  relevant 
information  from financial,  legal  and compliance  executives, including  by making  misstatements 
to these executives regarding Low’s role as an intermediary in the bond deals.  This caused 
Goldman  Sachs to improperly  record transactions in  the Magnolia  Bond  Documents, the Maximus 
Bond Documents, and the Catalyze Bond Documents (collectively,  the “1MDB  Bond 
Documents”) so as to misstate the actual intended uses of bond proceeds.  By this conduct Leissner 
willfully  aided  and abetted and caused violations  of Section 13(b)(2)(A).   
 
Le is sner Violate d Exchange Act Section 13(b)(5) and Rule  13b2-1 
 
56. Exchange Act Section 13(b)(5) provides that no person shall “knowingly 
circumvent  . . . a system of internal  accounting  controls  or knowingly  falsify  any book,  record, or 
account.”  15 U.S.C. § 13(b)(5).  Exchange Act Rule 13b2-1 further provides that “no person shall, 
directly or indirectly,  falsify or cause to be falsified, any book, record, or account.”  17 CFR 
§ 240.13b2-1.    
 
57. As described above, Leissner knowingly  circumvented those internal  accounting 
controls  that Goldman  Sachs had in  place and caused the company’s books, records and accounts 
to be falsified through the misrepresentations that he made to Goldman Sachs’s executives and 
committees.  Leissner’s conduct caused Goldman Sachs to improperly record in the 1MDB Bond 
Documents payments that it made in  connection  with  the bond  deals.  The bond  proceeds were in 
fact used in  part to make bribes  and other illicit  payments.  By this  conduct,  Leissner willfully 
violated  Exchange Act Section 13(b)(5)  and Rule 13b2-1  thereunder. 
 
 

 
 
 
12 
 
 
Criminal  and Othe r Re gulatory Dis positions 
 
58. Respondent has pleaded  guilty  to criminal  conduct  relating  to the findings  in  the 
Order.  Specifically,  in United States v. Leissner, Cr. No. 18-CR-439 (MKB) (E.D.N.Y. 2018) 
Respondent pleaded  guilty  to  one count  of Conspiracy to Violate the FCPA and one count  of 
Conspiracy  to Commit  Money Laundering.   As part of his  guilty  plea,  Leissner agreed to forfeit 
$43,700,000.    
 
59. Respondent has also  entered into  a parallel  civil  settlement  with the Board of 
Governors  of the Federal Reserve System (the “Federal Reserve Board”) concerning some of the 
findings  in  the Order.  Specifically,  in In the Matter of Tim Leissner, Docket No. 19-008-E-I (Mar. 
11,  2019),  Leissner agreed to pay a civil  money penalty  of $1,425,000. 
 
Non-Impos ition of a Civil Pe nalty 
 
60. Respondent acknowledges that the Commission  is not  imposing  a civil  penalty 
based upon (a) Respondent’s guilty plea as part of his resolution with the United States Department 
of Justice, and (b) the imposition  of a civil  money penalty  as part of the settlement with  the Federal 
Reserve Board.  
 
IV. 
 
In view  of the foregoing, the  Commission  deems it appropriate and  in  the public  interest 
to impose  the  sanctions  agreed to in Respondent’s  Offer. 
 
Accordingly, pursuant  to Sections  15(b)  and 21C of  the Exchange  Act, Section  203(f) 
of the Advisers  Act,  and Section  9(b) of  the Investment  Company  Act, it  is  hereby ORDERED 
that: 
 
A. Respondent cease and desist  from  committing or causing any violations  and any 
future  violations  of Sections 30A, 13(b)(2)(A), and 13(b)(5) of  the Exchange Act and  Rule 
13b2-1  thereunder. 
 
B. Respondent be, and  hereby is: 
 
barred from  association  with  any broker,  dealer, investment  adviser,  municipal 
securities  dealer,  municipal  advisor,  transfer agent,  or  nationally recognized 
statistical  rating  organization;  
 
prohibited  from  serving  or acting  as an employee,  officer,  director,  member  of  an 
advisory  board,  investment  adviser  or depositor  of,  or principal  underwriter  for,  a 
registered  investment  company  or affiliated  person  of such  investment  adviser, 
depositor,  or  principal  underwriter;  and 

 
 
 
13 
 
barred from  participating  in  any offering  of  a penny  stock,  including:  acting  as a 
promoter,  finder, consultant,  agent or other  person  who engages in  activities  with 
a broker,  dealer or  issuer for purposes  of the issuance  or trading  in  any penny 
stock,  or inducing  or attempting  to induce  the purchase or sale of  any penny 
stock. 
 
C. Any  reapplication  for association  by  the Respondent  will  be subject  to the 
applicable  laws  and regulations  governing  the reentry process,  and reentry may  be conditioned 
upon a number of factors, including,  but not limited  to, compliance with the Commission’s 
order and  payment  of any  or all  of the following:   (a) any disgorgement  or  civil  penalties 
ordered  by a Court  against the Respondent  in  any action  brought  by  the Commission;  (b) any 
disgorgement  amounts  ordered  against  the Respondent  for  which  the Commission  waived 
payment;  (c) any arbitration  award related  to the conduct  that  served as the basis for  the 
Commission  order; (d) any  self-regulatory  organization  arbitration  award to  a customer, 
whether or not  related  to the conduct  that served as the basis  for the Commission  order; and  (e) 
any restitution  order by  a self-regulatory  organization,  whether or not  related  to the conduct 
that served as the basis  for the  Commission  order. 
 
D. Respondent  shall  pay to the  Commission  disgorgement  of $43,700,000.   The 
amount of this obligation  shall be reduced and deemed satisfied by the amount of Respondent’s 
criminal  forfeiture  in United States v. Leissner, Cr. No. 18-CR-439 (MKB) (E.D.N.Y. 2018) up 
to and  including  the entire  amount  of this  obligation.  
 
By the Commission. 
 
 
Vanessa A. Countryman
 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 87750 / December 16, 2019 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 5418 / December 16, 2019 

 

INVESTMENT COMPANY ACT OF 1940 

Release No. 33715 / December 16, 2019 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4108 / December 16, 2019 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-19619 

 

 

In the Matter of 

 

TIM LEISSNER, 

 

Respondent. 

 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

SECTION 203(f) OF THE INVESTMENT 

ADVISERS ACT OF 1940, AND SECTION 

9(b) OF THE INVESTMENT COMPANY 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

  

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”), Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of 

the Investment Company Act of 1940 (“Investment Company Act”) against Tim Leissner 
(“Respondent” or “Leissner”). 

 

 

 

 



 

 
 

2 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over him and the subject matter of these proceedings, and consents to the entry of this 
Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 
21C of the Securities Exchange Act of 1934, Section 203(f) of the Investment Advisers Act of 
1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.    

 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  
 

SUMMARY 
 

1. This matter relates to a massive corruption scheme perpetrated by Leissner while 

acting as a senior executive of The Goldman Sachs Group, Inc. (“Goldman Sachs” or the 
“Company”).  Leissner, in coordination with other Goldman Sachs senior executives, authorized 
and paid bribes and kickbacks to government officials in Malaysia and the Emirate of Abu Dhabi 
(“Abu Dhabi”) in order to secure lucrative business for Goldman Sachs.  Leissner’s actions 

resulted in violations of the antibribery, books and records and circumvention of internal 
accounting controls provisions of the Foreign Corrupt Practices Act (“FCPA”). 

 
2. 1Malaysia Development Berhad (“1MDB”) is a Malaysian state-owned and 

controlled investment fund created to pursue projects for the economic benefit of Malaysia and its 
people.  Between approximately 2009 and 2014, as 1MDB raised capital to fund its projects, 
billions of dollars were diverted from 1MDB.  The diverted funds included a substantial portion of 
the approximately $6.5 billion in capital that 1MDB raised in 2012 and 2013 through three bond 

offerings that it executed with Goldman Sachs (the “bond deals”).  As part of the scheme, Leissner 
and others bribed government officials in Malaysia and in Abu Dhabi to obtain and retain lucrative 
business for Goldman Sachs, including the 2012 and 2013 bond deals, from which Goldman Sachs 
earned approximately $600 million. 

 
3. Leissner willfully violated Section 30A of the Exchange Act by directly 

participating in the bribery scheme.  He also caused Goldman Sachs’s books and records to not, in 
reasonable detail, accurately or fairly reflect the transactions and dispositions of the company’s 

assets in violation of Section 13(b)(2)(A) of the Exchange Act, and he willfully aided and abetted 
violations of that Section.  Additionally, Leissner willfully violated Section 13(b)(5) of the 

                                              
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding.  

 



 

 
 

3 

Exchange Act and Rule 13b2-1 thereunder by knowingly circumventing what internal accounting 
controls Goldman Sachs had in place in order to both advance and conceal the corrupt scheme.   

 

Respondent 
 

4. Tim Leissner, age 50, was employed by Goldman Sachs between April 1998 and 
March 2016.  Prior to his separation from Goldman Sachs, Leissner was a Participating Managing 
Director, Vice Chairman of the Investment Banking Division for Asia Ex-Japan, and Chairman of 

South East Asia.  Leissner was a coverage banker for various clients in the Asia Ex-Japan region, 
including 1MDB.  Leissner was at all relevant times an associated person of the Company’s U.S. 
registered broker-dealer and investment adviser, Goldman Sachs & Co. LLC. 

 

Related Entities 
 

5. The Goldman Sachs Group, Inc. (“Goldman Sachs” or the “Company”) is a U.S. 

based global investment banking, securities, and investment management firm headquartered in 
New York, New York.  The common stock of the Company is registered pursuant to Section 12(b) 
of the Exchange Act and is listed for trading on the New York Stock Exchange.  The Company is 
an “issuer” within the meaning of the FCPA.   

 
6. Goldman Sachs & Co. LLC (“GS&Co.”), a subsidiary of Goldman Sachs, is 

registered as a broker-dealer and as an investment adviser with the Commission.  GS&Co.’s 
principal business operations are located in New York, New York.  Leissner was associated with 

GS&Co. from April 1998 until March 2016.   
 

7. 1MDB was a strategic investment and development company wholly-owned by the 
Malaysian government through the Malaysian Ministry of Finance.  It was formed in 2009 when 

the Malaysian government took control of a municipal entity called Terengganu Investment 
Authority (“TIA”).  1MDB was created to pursue investment and development projects for the 
economic benefit of Malaysia and its people, primarily relying on debt to fund these investments.  
1MDB's development projects were focused in the areas of energy, real estate, tourism and 

agribusiness.  1MDB was overseen by senior Malaysian government officials, was controlled by 
the Malaysian government, and performed a government function on behalf of Malaysia.   

 
8. The Middle Eastern Sovereign Wealth Fund was an investment fund wholly-

owned by the government of Abu Dhabi.  It was established by the government of Abu Dhabi 
pursuant to an Emiri Decree in or around 1984 with a mandate to advance Abu Dhabi’s natural 
petroleum wealth for the development of the emirate.  The Middle Eastern Sovereign Wealth Fund 
was overseen by senior Abu Dhabi government officials, was controlled by the Abu Dhabi 

government, which appointed all the members of the Middle Eastern Sovereign Wealth Fund’s 
board of directors, and performed a government function on behalf of Abu Dhabi. 

 
9. The Middle Eastern Investment Firm, a subsidiary of the Middle Eastern 

Sovereign Wealth Fund, was a public joint stock company incorporated under the laws of Abu 
Dhabi.   



 

 
 

4 

 
10. Jho Low, age 38, is a Malaysian national who advised on the creation of TIA, 

1MDB’s predecessor entity.  Jho Low has never held a formal position at 1MDB.  Jho Low 
nevertheless exercised significant control over 1MDB during the time period relevant to this Order.  
Jho Low worked as a finder and intermediary in relation to 1MDB officials and other government 
officials on numerous financial transactions and projects involving Goldman Sachs.  

 
11. Roger Ng, age 47, is a Malaysian national who was employed as a Managing 

Director and acted as an agent of Goldman Sachs.  He worked with Leissner at Goldman Sachs 
from approximately 2009 to May 2014.   

 
12. Najib Razak, age 66, was the Prime Minister of Malaysia from 2009 to 2018 who 

held a position of authority with 1MDB.  

 

FACTS 
 

Background 

13. 1MDB was formed in or around 2009, when the Malaysian government asserted 

federal control over TIA, which previously had been a development fund controlled by the 
Malaysian state of Terengganu.  

 
14. 1MDB was created for the stated purpose of pursuing investment projects for the 

economic benefit of Malaysia and its people, relying mainly on debt to support these projects.  
1MDB was supervised by senior Malaysian government officials, controlled by the Malaysian 
government, and performed a government function on behalf of Malaysia.  Upon 1MDB’s 
formation, Najib Razak assumed a position of authority with 1MDB.  Najib Razak had the 

authority to approve all appointments to, and removals from, 1MDB’s Board of Directors and 
1MDB’s Senior Management Team.  In addition, any financial commitments by 1MDB, including 
investments, that were likely to affect a guarantee given by the government of Malaysia for the 
benefit of 1MDB or any policy of the Malaysian government, required the approval of Najib 

Razak. 
 

Malaysian Intermediary Jho Low 
 

15. Low had advised on the creation of TIA, 1MDB’s predecessor entity.  Although he 
did not hold a formal title with 1MDB or the Malaysian government, Low worked as a finder and 
intermediary in relation to 1MDB officials and other government officials on multiple financial 
transactions and projects, including transactions involving Goldman Sachs. 

 
16. Goldman Sachs, through its participating managing director Leissner, was retained 

to provide financial advice to the government of Malaysia in connection with the 2009 federal 
takeover of TIA (“Project Tiara”).  Notwithstanding Low’s public denials about any involvement 

with 1MDB during this time, while working on this project, Leissner and other senior executives at 
Goldman Sachs knew that Low worked as a finder and intermediary in relation to 1MDB, and 



 

 
 

5 

began to actively work to conceal Low’s involvement in Goldman Sachs-related transactions from 
others at the firm.  Leissner and others, including Goldman Sachs Managing Director Roger Ng, at 

the time knew that Low remained close to 1MDB officials and other government officials in 
Malaysia, including Najib Razak, and Abu Dhabi.  During this time, Low also specifically 
requested that Leissner, Ng and others conceal his involvement in Goldman Sachs’s business. 
 

17. Goldman Sachs’s various internal FCPA and accounting controls were overseen 
and enforced by its compliance function (the “Compliance Group”) and its legal department (the 
“Intelligence Group”).  These groups worked in conjunction with, and as part of, various Goldman 
Sachs committees (“GS Committees”) in reviewing transactions for approval. 

 
18. Goldman Sachs’s written policies required bankers who submitted transactions to 

GS Committees for approval, such as Leissner, to broadly disclose information relevant to the 
matters at issue, including “a full assessment of the transaction risks.”  Nevertheless, while 

working on Project Tiara and thereafter, Leissner selectively concealed from other employees of 
Goldman Sachs, including the GS Committees and their members, that he was working with Low 
as an intermediary to secure the deals.  Leissner did this in an effort to avoid potential heightened 
scrutiny of the bond deals by the GS Committees, the Compliance Group or the Intelligence 

Group.   
 
19. Between in or around September 2009 and in or around March 2011, Leissner and 

others, including Ng, supported at least three attempts to make Low a formal client of Goldman 

Sachs.  Leissner and Ng supported these efforts because, in part, they believed that Low would 
work to deliver lucrative business deals, including from 1MDB, for the ultimate benefit of 
Goldman Sachs, Leissner, Ng and others.  These attempts were unsuccessful because certain 
personnel within Goldman Sachs’s Compliance Group and Intelligence Group had previously 

refused to approve any business relationship with Low.  Their refusal was based, in part, on 
concerns that these groups had concerning the source of Low’s wealth.  Personnel within the 
Compliance Group and the Intelligence Group communicated the rejection of Low’s application to 
Leissner and others within Goldman Sachs.  Notwithstanding their knowledge of the concerns that 

had been raised about Low not being a suitable client for Goldman Sachs, Leissner and other 
employees and agents of Goldman Sachs continued to work with Low based upon their belief that 
Low would help ensure that government officials in Malaysia and Abu Dhabi would deliver 
lucrative business deals to Goldman Sachs. 

 

The Bond Deals 
 

20. Later, when Goldman Sachs was retained by 1MDB to assist it with three large debt 

financings in 2012 and 2013 – the “bond deals” – Leissner and other senior executives of Goldman 
Sachs knew that Low was playing a central role in these transactions, including by acting as an 
intermediary between Goldman Sachs, 1MDB and other Malaysian and Abu Dhabi government 
officials.  Leissner and other senior executives of Goldman Sachs also knew that Low promised to 

pay bribes and kickbacks to these officials to secure 1MDB business for Goldman Sachs.   
 



 

 
 

6 

21. Throughout 2012 and 2013, Leissner and other senior executives of Goldman Sachs 
actively worked to obtain and retain business from 1MDB for the benefit of Goldman Sachs 

through the promise and payment of bribes and kickbacks to government officials in Malaysia and 
Abu Dhabi using, in part, misappropriated and embezzled proceeds from the bond deals.  During 
this time, through the course of the scheme, Leissner and others paid millions of dollars in bribes 
and kickbacks to government officials, and obtained 1MDB business for Goldman Sachs, in 

particular, the three bond deals.  These three bond financing transactions were referred to internally 
at Goldman Sachs as “Project Magnolia,” “Project Maximus” and “Project Catalyze.”  

 
22. Goldman Sachs’s role as underwriter for the bond deals meant that the firm would 

be using its own capital to fund the initial purchase of the 1MDB bonds.  Accordingly, the 
transactions were formally reviewed and approved by multiple GS Committees including the 
Firmwide Capital Committee (“Capital Committee”).  The Capital Committee’s charter states as 
follows:   

 
The Committee provides approval and oversight globally of debt-related 
transactions, including principal commitments of the Firm’s capital. The 
Committee aims to ensure that business, reputational and suitability standards for 

underwritings and capital commitments are maintained on a global basis.   
 
23. Although the purported purpose of the approximately $6.5 billion raised by the 

three bond transactions was to support 1MDB projects for the benefit of the Malaysian people, 

Leissner and others instead planned and executed a scheme to misappropriate more than $2.7 
billion and distribute the money as bribes and kickbacks to government officials in Malaysia and 
Abu Dhabi, including but not limited to Najib Razak, as well as to other participants in the scheme 
and their families, including Leissner. 

 

Goldman Sachs Obtains Project Magnolia from Malaysian Sovereign Wealth Fund 
 

24. In or around early 2012, Leissner and other senior executives of Goldman Sachs 

met in Malaysia with others, including Low and other 1MDB officials.  A purpose of the meeting 
was to discuss 1MDB’s proposed purchase of a Malaysian energy company (“Malaysian Energy 
Company A”) and Goldman Sachs’s preparedness to help obtain financing for the purchase.   

 

25. During that meeting, Leissner and other senior executives of Goldman Sachs 
discussed with Low the type of financial guarantee that 1MDB needed to obtain for the bond 
issuance to meet Goldman Sachs’s underwriting requirements.  They ultimately agreed on a 
guarantee from the Middle Eastern Sovereign Wealth Fund.  Leissner, Ng and another senior 

executive of Goldman Sachs understood that Low was acting as an intermediary between 1MDB, 
Najib Razak and other government officials from Abu Dhabi. 

 
26. In late February 2012, Leissner and other senior executives of Goldman Sachs met 

with Low and other 1MDB officials in London to discuss the proposed financing.  During this 
meeting, Low explained that in order to secure the guarantee from the Middle Eastern Sovereign 
Wealth Fund discussed at the prior meeting with Leissner and others, they would have to pay 



 

 
 

7 

bribes and kickbacks to government officials, including to certain officials in Malaysia and Abu 
Dhabi.  After the February 2012 meeting, Leissner discussed this information with other senior 

executives of Goldman Sachs.  
 

27. In or around March 2012, 1MDB formally engaged Goldman Sachs to be the sole 
underwriter for the $1.75 billion debt financing transaction designed, in part, to pay for the 

acquisition of Malaysian Energy Company A, which was guaranteed by the Middle Eastern 
Sovereign Wealth Fund.   
 

28. In or around March 2012, Leissner and certain other senior executives of Goldman 

Sachs traveled to Abu Dhabi along with Low and certain other 1MDB officials  
to meet with officials of the Middle Eastern Sovereign Wealth Fund and its subsidiary the Middle 
Eastern Investment Firm to discuss the contemplated guarantee for Project Magnolia.  Throughout 
that time, Leissner knew Low had arranged the meetings with the officials of the Middle Eastern 

Sovereign Wealth Fund and the Middle Eastern Investment Firm, and that some of these officials, 
among others, would be paid bribes by Low to secure the guarantee.  
 

29. Leissner and other senior executives of Goldman Sachs also knew that Low would 

pay bribes and kickbacks to influence Malaysian officials to obtain the necessary approvals to 
execute Project Magnolia for Goldman Sachs.  During the months leading up to the issuance of 
Project Magnolia, Leissner knew that Low enlisted 1MDB officials to assist him in ensuring that 
all necessary approvals were obtained from 1MDB officials and others to complete the transaction, 

in exchange for bribes and kickbacks to those 1MDB officials. 
 

30. In or around the end of May 2012, near the closing of Project Magnolia, Leissner 
actively worked with another senior executive of Goldman Sachs and Low to divert some of the 

bond proceeds that Goldman Sachs raised from Project Magnolia into the bank accounts of shell 
companies that Leissner, the other Goldman Sachs senior executive and Low beneficially owned 
and controlled.  These individuals understood and expected to keep some of the diverted funds for 
their personal use, and that other funds would be used to pay bribes and kickbacks to government 

officials in Malaysia and Abu Dhabi and elsewhere in exchange for their assistance in obtaining 
and retaining business for Goldman Sachs in connection with Project Magnolia. 
 

31. On or about May 21, 2012, Project Magnolia closed, earning approximately $193 

million in fees for Goldman Sachs. 
 

32. Goldman Sachs transferred the proceeds of the Magnolia bond offering via wire to 
the 1MDB entity designated to receive the payment.  At the time, Leissner, Low and others knew 

that a large portion of the proceeds of the bond offering would be diverted to themselves and 
others, including government officials, through shell companies beneficially owned and controlled 
by Low, Leissner and others.   

 

33. Goldman Sachs’s documentation of the wire transfer – including a signed payment 
authorization and instruction, an executed agreement between Goldman Sachs and its client, and 
the Project Magnolia offering circular (collectively, the “Magnolia Bond Documents”) – falsely 



 

 
 

8 

stated that the proceeds would be used only to pay for the acquisition of Malaysian Energy 
Company A or for “general corporate purposes.”  Leissner knowingly caused these records to be 

false.   
 

34. Within three months of the closing of Project Magnolia, millions of dollars of bond 
proceeds were transferred through shell companies beneficially owned and controlled by Low and 

other participants in the scheme into a Hong Kong bank account in the name of shell companies 
incorporated in the British Virgin Islands and controlled by Leissner.  Leissner also used a portion 
of these funds for his personal use and enjoyment.  Leissner also knew that other bond funds from 
Project Magnolia were transferred through shell company accounts beneficially owned and 

controlled by Low and other participants in the scheme and ultimately into accounts of shell 
companies beneficially owned and controlled by Abu Dhabi government officials with influence 
over the transaction. 
 

Goldman Sachs Obtains Project Maximus from Malaysian Sovereign Wealth Fund 
 

35. In or about May 2012, Leissner, Low and others began to plan a second bond 
transaction, known internally at Goldman Sachs as “Project Maximus,” which was designed, in 

part, to raise capital for 1MDB to purchase a second Malaysian power generation company 
(“Malaysian Energy Company B”).  Leissner and certain other senior executives of Goldman 
Sachs intended that Low and others would pay bribes and kickbacks to influence Malaysian and 
Abu Dhabi officials to obtain the necessary approvals to execute the bond offering.  The mandate 

to underwrite this bond offering was also awarded by 1MDB to Goldman Sachs, and it was 
structured similarly to the first bond issuance but only with an indirect guarantee from the Middle 
Eastern Sovereign Wealth Fund. 

 

36. Although the Middle Eastern Sovereign Wealth Fund did not provide a direct 
financial guarantee of the Project Maximus bonds as it had with Project Magnolia, it nevertheless 
agreed to privately secure the bonds on a bilateral basis with Goldman Sachs.  As with Project 
Magnolia, Leissner and others continued to work with Low to acquire this business for Goldman 

Sachs. 
 

37. Leissner knew that a large portion of the proceeds of Project Maximus would be 
illegally diverted to himself and others, including government officials, through shell companies 

beneficially owned and controlled by Leissner and others.  Leissner also knew at the time that 
Najib Razak and government officials from Abu Dhabi and 1MDB officials would receive money 
from the proceeds of Project Maximus that passed through various shell companies beneficially 
owned and controlled by himself, Low and others.  Moreover, along with Low and others, it was 

Leissner’s intended purpose that the payments were to flow to these government officials to 
influence the officials to execute the bond transaction with Goldman Sachs.  A close relative of 
Najib Razak and a senior official with the Middle Eastern Sovereign Wealth Fund, among others, 
received some of these funds. 

 
38. On or about October 10, 2012, Leissner participated in a GS Committee meeting 

that included senior Goldman Sachs executives participating from multiple locations globally, 



 

 
 

9 

including New York City, New York.  The meeting was convened for the purpose of approving 
Goldman Sachs’s role in Project Maximus.  During the meeting, Leissner was directly asked 

whether Low was involved in Project Maximus.  Leissner told the GS Committee affirmatively 
that Low was not involved in Project Maximus, though Leissner and other senior executives of 
Goldman Sachs knew at the time that this statement was false.   

 

39. Project Maximus closed on or about October 17, 2012, raising approximately $1.75 
billion for the designated 1MDB entity and resulting in approximately $188 million in fees for 
Goldman Sachs.   
 

40. Leissner knew that some of the proceeds from Project Maximus were transferred by 
or per Low to Leissner in furtherance of the scheme.  Thereafter, Leissner, Low and others caused 
some of these funds to be transferred to the accounts of 1MDB officials or relatives of such 
officials, or to the accounts of shell companies beneficially owned by 1MDB officials, in exchange 

for their assistance in obtaining and retaining business for Goldman Sachs. 
 
41. Goldman Sachs’s documentation of its transfer of funds to purchase the bonds – 

including a signed payment authorization and instruction, an executed agreement between 

Goldman Sachs and its client, and the Project Maximus offering circular (collectively, the 
“Maximus Bond Documents”) – falsely stated that the bond proceeds would be used solely to pay 
for the acquisition of Malaysian Energy Company B or for “general corporate purposes.”  Leissner 
knowingly caused these records to be false.   

 
42. In 2012, 1MDB issued a total of $3.5 billion in bonds that were underwritten by 

Goldman and indirectly guaranteed by the Middle Eastern Sovereign Wealth Fund. 
 

Goldman Sachs Obtains Project Catalyze from Malaysian Sovereign Wealth Fund 
 

43. In or about November 2012, despite having raised over $3 billion in the prior 11 
months, 1MDB sought to raise an additional $3 billion through a bond issuance known internally 

at Goldman Sachs as “Project Catalyze.”  This debt financing was purportedly designed to fund 
1MDB’s portion of a joint venture with the Middle Eastern Investment Firm.  Goldman Sachs was 
engaged to underwrite the project in or around early 2013. 
 

44. As they had with the two prior 1MDB bond issuances, Leissner and other senior 
executives of Goldman Sachs continued to work with Low as an intermediary between Goldman 
Sachs, 1MDB officials, Najib Razak and other Malaysian government officials.  Further, although 
required by internal compliance policies of Goldman Sachs, Leissner failed to disclose that (a) he 

had received a portion of the funds diverted from the prior bond transactions via Low and (b) that 
Leissner, Low and others paid bribes and kickbacks to 1MDB officials and others who were 
involved in the transactions. 
 

45. The Project Catalyze bond issued on or about March 19, 2013, resulting in 
approximately $186 million in fees to Goldman Sachs from this deal.  A portion of the 



 

 
 

10 

approximately $3 billion raised by this bond issuance was transferred to Leissner by or at the 
direction of Low. 

 
46. Goldman Sachs’s documentation of the transaction – including a signed payment 

authorization and instruction, an executed agreement between Goldman Sachs and its client, and 
the Project Catalyze offering circular (collectively, the “Catalyze Bond Documents”) – falsely 

stated that the bond proceeds would be used solely to fund Malaysia’s contribution to a joint 
venture investment vehicle with Abu Dhabi or for “general corporate purposes.”   Leissner 
knowingly caused these records to be false. 
 

Leissner and Goldman Sachs Seek to Obtain Further Business from Malaysia Post-Catalyze 
 

47. Following the closing of Project Catalyze, through the end of 2014, Leissner and 
Goldman Sachs sought, obtained and worked to execute several additional transactions with 

1MDB, particularly focusing on a proposed initial public offering of 1MDB's energy assets 
(“Energy IPO”).   

 
48. Throughout the time period of these additional transactions, Leissner and other 

participants in the scheme continued to pay bribes and kickbacks to certain Malaysian government 
officials, including from the proceeds of the Project Catalyze bond and other 1MDB transactions, 
to influence those officials to award a role for Goldman Sachs in the Energy IPO.  

 

49. These bribes and kickbacks included transferring millions of dollars to the accounts 
of shell companies beneficially owned and controlled by 1MDB officials, and transferring 
approximately $1.3 million to the account of a New York jeweler to pay for jewelry for the spouse 
of Najib Razak.  

 
50. Between in or around June 2012 and October 2014, more than $200 million of the 

proceeds of the three 1MDB bond deals and other 1MDB business was transferred by Low or at 
his direction into accounts beneficially owned and controlled by Leissner. 

 

LEGAL STANDARDS AND VIOLATIONS 
 
51. Under Section 21C(a) of the Exchange Act, the Commission, after making certain 

required findings, may impose a cease-and-desist order upon any person who is violating, has 
violated, or is about to violate any provision of the Exchange Act or any rule or regulation 
thereunder, and upon any other person that is, was, or would be a cause of the violation, due to an 
act or omission the person knew or should have known would contribute to such violation.   

 

Leissner Violated Exchange Act Section 30A 
 
52. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make it 

unlawful for  any issuer with a class of securities registered pursuant to Section 12 of the Exchange 
Act, or any employee or agent of such issuer,  to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to 



 

 
 

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pay, or authorization of the payment of any money, or offer, gift or promise to give anything of 
value to any foreign official for purposes of influencing any act or decision of such foreign official 

in his official capacity in order to assist such issuer in obtaining or retaining business for or with 
any person.  15 U.S.C. § 78dd-1. 

 
53. As described above, while acting as Goldman Sachs’s employee and agent, 

Leissner made use of interstate commerce by, among other things, sending wire transfers from a 
foreign bank account to a U.S. bank account in furtherance of his corrupt offers and promises to 
bribe foreign officials, through which Leissner intended that the officials would use their official 
positions to assist Goldman Sachs in obtaining the bond deals and other business.  By this conduct 

Leissner willfully violated Exchange Act Section 30A.   
 

Leissner Aided and Abetted and Caused Violations of Exchange Act Section 13(b)(2)(A) 
 

54. The books and records provision of the FCPA, Section 13(b)(2)(A) of the Exchange 
Act, requires every issuer with a class of securities registered pursuant to Section 12 of the 
Exchange Act to make and keep books, records, and accounts, which, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of the issuer.  15 U.S.C. 

§ 78m(b)(2)(A). 
   
55. As described above, Leissner knowingly actively concealed highly relevant 

information from financial, legal and compliance executives, including by making misstatements 

to these executives regarding Low’s role as an intermediary in the bond deals.  This caused 
Goldman Sachs to improperly record transactions in the Magnolia Bond Documents, the Maximus 
Bond Documents, and the Catalyze Bond Documents (collectively, the “1MDB Bond 
Documents”) so as to misstate the actual intended uses of bond proceeds.  By this conduct Leissner 

willfully aided and abetted and caused violations of Section 13(b)(2)(A).   

 

Leissner Violated Exchange Act Section 13(b)(5) and Rule 13b2-1 
 

56. Exchange Act Section 13(b)(5) provides that no person shall “knowingly 
circumvent . . . a system of internal accounting controls or knowingly falsify any book, record, or 
account.”  15 U.S.C. § 13(b)(5).  Exchange Act Rule 13b2-1 further provides that “no person shall, 
directly or indirectly, falsify or cause to be falsified, any book, record, or account.”  17 CFR 

§ 240.13b2-1.   
 
57. As described above, Leissner knowingly circumvented those internal accounting 

controls that Goldman Sachs had in place and caused the company’s books, records and accounts 

to be falsified through the misrepresentations that he made to Goldman Sachs’s executives and 
committees.  Leissner’s conduct caused Goldman Sachs to improperly record in the 1MDB Bond 
Documents payments that it made in connection with the bond deals.  The bond proceeds were in 
fact used in part to make bribes and other illicit payments.  By this conduct, Leissner willfully 

violated Exchange Act Section 13(b)(5) and Rule 13b2-1 thereunder. 
 

 



 

 
 

12 

 

 

Criminal and Other Regulatory Dispositions 

 
58. Respondent has pleaded guilty to criminal conduct relating to the findings in the 

Order.  Specifically, in United States v. Leissner, Cr. No. 18-CR-439 (MKB) (E.D.N.Y. 2018) 

Respondent pleaded guilty to one count of Conspiracy to Violate the FCPA and one count of 
Conspiracy to Commit Money Laundering.  As part of his guilty plea, Leissner agreed to forfeit 
$43,700,000.   

 

59. Respondent has also entered into a parallel civil settlement with the Board of 
Governors of the Federal Reserve System (the “Federal Reserve Board”) concerning some of the 
findings in the Order.  Specifically, in In the Matter of Tim Leissner, Docket No. 19-008-E-I (Mar. 
11, 2019), Leissner agreed to pay a civil money penalty of $1,425,000. 

 

Non-Imposition of a Civil Penalty 

 
60. Respondent acknowledges that the Commission is not imposing a civil penalty 

based upon (a) Respondent’s guilty plea as part of his resolution with the United States Department 
of Justice, and (b) the imposition of a civil money penalty as part of the settlement with the Federal 
Reserve Board.  

 

IV. 
 

In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 
 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, Section 203(f) 
of the Advisers Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED 
that: 

 
A. Respondent cease and desist from committing or causing any violations and any 

future violations of Sections 30A, 13(b)(2)(A), and 13(b)(5) of the Exchange Act and Rule 
13b2-1 thereunder. 

 
B. Respondent be, and hereby is: 

 
barred from association with any broker, dealer, investment adviser, municipal 
securities dealer, municipal advisor, transfer agent, or nationally recognized 
statistical rating organization;  

 
prohibited from serving or acting as an employee, officer, director, member of an 
advisory board, investment adviser or depositor of, or principal underwriter for, a 
registered investment company or affiliated person of such investment adviser, 

depositor, or principal underwriter; and 



 

 
 

13 

 
barred from participating in any offering of a penny stock, including: acting as a 

promoter, finder, consultant, agent or other person who engages in activities with 
a broker, dealer or issuer for purposes of the issuance or trading in any penny 
stock, or inducing or attempting to induce the purchase or sale of any penny 
stock. 

 
C. Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 
upon a number of factors, including, but not limited to, compliance with the Commission’s 

order and payment of any or all of the following:  (a) any disgorgement or civil penalties 
ordered by a Court against the Respondent in any action brought by the Commission; (b) any 
disgorgement amounts ordered against the Respondent for which the Commission waived 
payment; (c) any arbitration award related to the conduct that served as the basis for the 

Commission order; (d) any self-regulatory organization arbitration award to a customer, 
whether or not related to the conduct that served as the basis for the Commission order; and (e) 
any restitution order by a self-regulatory organization, whether or not related to the conduct 
that served as the basis for the Commission order. 

 
D. Respondent shall pay to the Commission disgorgement of $43,700,000.  The 

amount of this obligation shall be reduced and deemed satisfied by the amount of Respondent’s 
criminal forfeiture in United States v. Leissner, Cr. No. 18-CR-439 (MKB) (E.D.N.Y. 2018) up 

to and including the entire amount of this obligation.  
 

By the Commission. 

 
 

Vanessa A. Countryman 

Secretary