In re JOOHYUN BAHN

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No.  84054 / September 6, 2018 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  3968 / September 6, 2018 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-18728 
 
 
 
In the Matter of 
 
JOOHYUN BAHN, a/k/a 
DENNIS BAHN, 
 
Respondent. 
 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against JooHyun Bahn, a/k/a Dennis Bahn (“Bahn” or 
“Respondent”).   
 
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 Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 
forth below. 

 
2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
Summary 
 
1. From March 2013 through May 2015, Bahn, while acting as a broker for Colliers 
International Group Inc. (“Colliers”), a foreign private issuer, violated the Foreign Corrupt 
Practices Act (the “FCPA”) of the Exchange Act, when he attempted to bribe a foreign official of a 
country in the Middle East in connection with his efforts to broker the sale of an $800 million high-
rise commercial building in Vietnam, known as Landmark 72.  The foreign official was unaware of 
the offered bribe.  In an effort to obtain money for himself, an accomplice had misrepresented the 
official’s involvement in the scheme to Bahn.  As part of his illicit conduct, Bahn circumvented 
Colliers’ internal accounting controls, fabricated documents, created fictitious email messages, and 
lied to Colliers executives.  Among other actions, Bahn falsely represented that the foreign 
country’s sovereign wealth fund had committed to acquire the building, thus causing Colliers to 
record commission revenue on a transaction that never had a committed buyer and never ultimately 
closed. 
 
2. Bahn’s conduct violated the anti-bribery provisions of the FCPA, Section 30A of 
the Exchange Act. 
 
3. Bahn also caused Colliers’ violations of Section 13(b)(2)(A) of the Exchange Act, 
in which Colliers failed to make and keep books, records, and accounts which, in reasonable detail, 
accurately and fairly reflected its transactions and disposition of its assets. 
 
4. Bahn also took steps to circumvent Colliers’ then existing internal accounting 
controls by making false statements, fabricating documents, and creating multiple email accounts 
in order that:  (a) the Landmark 72 transaction appeared to be a legitimate real estate transaction; 
and (b) Colliers improperly recognized the commission revenue derived therefrom in its books and 
records, thereby violating Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1. 
 
Respondent 
 
5. Joohyun Bahn, a/k/a Dennis Bahn, age 40, is a citizen of South Korea and a 
permanent resident of the United States with a home in New Jersey.  Bahn worked as a commercial 
real estate broker at the New York offices of Colliers from March 2014 to May 2015.   
 
                                                 
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 
 
Related Entities and Individuals 
 
6. Colliers International Group Inc., is a Canadian corporation with headquarters in 
Toronto, Ontario.  Colliers is a foreign private issuer that has a class of securities registered 
pursuant to Exchange Act Section 12(b) and listed on the NASDAQ stock market and the Toronto 
Securities Exchange.  In June 2015, Colliers became a successor of the issuer, FirstService 
Corporation, following a spin-off from FirstService. 
 
7. Firm-1 is a brokerage firm specializing in commercial real estate investment sales, 
financing, research and advisory services.  Based in California, Firm-1 has a class of shares 
registered pursuant to Section 12(b) of the Exchange Act. 
 
8. The Fund is the sovereign wealth fund of a country (“Country-1”) located in the 
Middle East.  The Fund has global investments in banking, mining, automobile and commercial 
real estate sectors.  As part of its objective, The Fund considered a wide range of investments for 
Country-1, including potential real estate investments.  
  
9. Foreign Official-1 was an officer and employee of the government of Country-1 
located in the Middle East.  Foreign Official-1 was then associated with the Fund until August 
2014.   
 
Bahn’s Scheme to Bribe Foreign Official-1 
 
10. Landmark 72 is a commercial office building in Vietnam.  The owner of Landmark 
72 retained Bahn and Firm-1 in February 2013 first to find investors to refinance the property’s 
debt and later to sell the property.  During the same period Bahn became acquainted with his 
accomplice, who led Bahn to believing that he had connections to Country-1’s officials who could 
arrange to purchase the property in return for bribes. 
 
11. In February 2014, Bahn’s accomplice told him that Foreign Official-1 could 
influence The Fund to acquire Landmark 72 but that Foreign Official-1 required a payment to do 
so.  On February 25, they exchanged text messages about Foreign Official-1’s payment demand 
and determined they would use “roses” as a code word for the bribe payment.  Bahn’s accomplice 
wrote that he was negotiating for one half of the payment to be made upfront and the remainder 
when the deal was “inked.”  Bahn replied, “whatever it takes to get it done . . . .” 
 
12. In March 2014 Bahn left Firm-1 for Colliers.  As part of his onboarding process at 
Colliers, Bahn received and agreed to be bound by Colliers’ code of conduct and its anti-bribery 
policies.   
 
13. On March 7 Bahn received an email from his accomplice stating that Foreign 
Official-1 required an upfront payment of “250 Roses” [$250,000] and a payment of “750 Roses” 
[$750,000] after “approval/completion of contract.”  Bahn responded on April 1 with the proposal 
that if The Fund would increase the purchase price from $700 million to $800 million, he could 

 
4 
increase the upfront payment to Foreign Official-1 from $250,000 to $500,000, and pay an 
additional $2 million after the deal closed.  Later that night an email purporting to be from Foreign 
Official-1 but presumably forged by Bahn’s accomplice, instructed that “this final offer of $800 
[million] CANNOT BE AMENDED” and that the payment of “500 Roses” [$500,000] had to be 
made by April 3, 2014. 
 
14. During this period, Bahn caused Colliers and the building’s owner to enter into two 
different versions of Colliers’ brokerage services agreement.  One version, which Bahn provided to 
the owner, set the purchase price for Landmark 72 at $800 million, while the second version, given 
to Colliers, set the price at $700 million.     
 
15. In April 2014, Bahn discussed the need to fund the bribe to Foreign Official-1 with 
a coworker, who then introduced Bahn to a non-Colliers related business associate from whom 
Bahn borrowed $500,000.  In order to induce the business associate into making the loan, Bahn 
caused the building owner to send two wire transfers totaling $500,000 to Colliers and represented 
to Colliers that the funds were a non-refundable down payment on its commission.  Bahn knew 
that he had misrepresented the true purpose of the wire transfer to Colliers and that the company 
would book the $500,000 as revenue.  He also knew that approximately $225,000 of that amount 
would come to him as his share of the commission.    
 
16. On April 16, 2014, Bahn caused a check to be issued to an entity controlled by his 
accomplice with the intent that it would be forwarded to Foreign Official-1 as a bribe.  Instead, 
Bahn’s accomplice kept the money for himself. 
 
17. From May through September 2014, as the transaction languished, Bahn took steps 
to create the appearance of progress.  On June 30 Bahn emailed to Colliers and the building owner  
a letter he forged in Foreign Official-1’s name purporting to reaffirm The Fund’s commitment to 
the transaction.   Bahn also sent proposed Letters of Intent to his accomplice for him to forward to 
Foreign Official-1.  Receiving no response, Bahn reminded his accomplice on August 27, 2014 
that if Foreign Official-1 closed the transaction there would be “2 million Roses waiting for him.”  
On September 1, 2014, Bahn’s accomplice sent Bahn a Letter of Intent, purportedly from The 
Fund. 
 
18. In order to conceal the anticipated $2 million payment to Foreign Official-1 and to 
repay the $500,000 he had previously borrowed, Bahn in September 2014 devised a scheme to 
divert a portion of Colliers’ commission.  Bahn accomplished this through the preparation of a 
sham amendment to the services agreement between Colliers and the building owner.   
 
Bahn Misrepresents that the Landmark 72 Sale has Closed 
Causing Colliers to Falsely Record Commission Revenue 
 
19. In the first week of 2015 Bahn falsely represented to Colliers’ executives that the 
transaction had closed.  Bahn provided a fabricated email confirmation purporting to be from the 
building owner stating that Colliers had earned its fee.  Bahn then  provided a revised confirmation 

 
5 
to clarify that the transaction had closed prior to the 2014 year end, thus causing Colliers to book 
its commission within the year.   
 
20. Unbeknownst to Colliers, Bahn had forged each iteration of the confirmation and 
falsely claimed that each had come from the owner.  Colliers’ financial executives, its internal 
counsel, and an internal audit executive all relied on the fabricated confirmation and Bahn’s 
misrepresentations in concluding that the payment could be booked by December 31, 2014.  As a 
result, Colliers recorded the full commission fee as earned and recognized in 2014.   
 
21. Bahn knew that The Fund had not committed to purchasing Landmark 72 because 
there was no contract between the owner and The Fund.  Bahn also knew the closing had not 
occurred and that Colliers had not earned its fee.  Bahn understood that his misstatements and 
fabricated confirmations caused Colliers to improperly recognize revenue on the purported 
transactions.    
 
The Fund Rejects the Landmark 72 Transaction 
and Bahn’s Scheme Unravels 
 
22. Apart from his attempts to bribe Foreign Official-1, in 2015 Bahn separately 
initiated preliminary discussions with The Fund’s real estate division.  Early in its review process 
the real estate division determined that Landmark 72 was not a suitable investment and emailed 
Bahn its rejection of the transaction on April 10, 2015.  The Fund subsequently sent a formal 
rejection to Bahn on April 20, 2015.     
 
23. In mid-May, Bahn’s coworker informed Bahn’s supervisor of a Korean television 
news report that The Fund had never intended to buy Landmark 72 and that the The Fund letter of 
intent was a fraud.  Bahn’s supervisor directed Bahn to provide a timeline of his work on 
Landmark 72.  Before he did so, Bahn on May 14, 2015 sent a LinkedIn message to Foreign 
Official-1:   
 
This is very urgent.  In regards to Landmark 72 deal in Hanoi, Vietnam, we 
were told that you promised to close the deal at USD 800MM after you receive 
$500,000 from us.  We gave [Bahn’s accomplice] $500,000 and he subsequently 
wired it to you. 
 
Can you confirm this? 
 
24. Foreign Official-1 forwarded the message to The Fund’s Chief Compliance Officer 
and did not respond.  On May 18, 2015, Bahn submitted the status report to his supervisor, making 
additional misrepresentations.   
   
25. On May 27, 2015, The Fund delivered a cease-and-desist letter to Bahn and 
Colliers making clear that “[The Fund] is not interested in and has never attempted to buy 
Landmark 72.”  Colliers terminated Bahn’s relationship with the company on May 28, 2015.   
 

 
6 
 
Legal Standards and Violations 
 
26. Under Section 21C(a) of the Exchange Act, the Commission 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. 
 
Bahn Violated Exchange Act Section 30A 
  
27. The anti-bribery provisions of the FCPA, Exchange Act Section 30A, make it 
unlawful for any United States issuer, or any employee or agent acting on its behalf, to make use of 
the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an 
offer, payment, promise to 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.   
28. As described above, while acting as Colliers’ agent in his capacity as a broker, 
Bahn made use of interstate commerce by sending emails from the United States in furtherance of 
(i) his corrupt offers and promises to bribe Foreign Official-1 and (ii) his transfer of $500,000 that 
he intended as a payment to Foreign Official-1, through which Bahn intended that the official 
would use his official position to secure the purchase of Landmark 72.  By this conduct Bahn 
violated Exchange Act Section 30A. 
 
Bahn Violated Exchange Act Section 13(b)(5) and Rule 13b2-1 
 
29. 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.”  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.”  15 U.S.C. § 13(b)(5).   
30. As described above, Bahn knowingly circumvented Colliers’ internal accounting 
controls and caused Colliers’ books, records and accounts to be falsified through the falsified 
documents he provided and misrepresentations that he made to Colliers’ executives, all of which 
caused Colliers improperly to recognize revenue on a non-existent transaction.  By this conduct 
Bahn violated Exchange Act Section 13(b)(5) and Rule 13b2-1.   
 
Bahn Caused Violations of Exchange Act Section 13(b)(2)(A) 
 
31. The books and records provision of the FCPA, Exchange Act Section 
13(b)(2)(A), requires every issuer with a class of securities registered pursuant to Exchange Act 
Section 12 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).   

 
7 
32. As described above, Bahn fabricated documents and made misstatements to 
Colliers’ financial and legal executives that led to Colliers improperly recording revenue on a 
fictitious  transaction.  Colliers books and records were consolidated into FirstService’s books 
and records.  By this conduct Bahn caused violations of Section 13(B)(2)(A). 
 
Criminal Disposition 
 
33. Respondent has pleaded guilty to criminal conduct relating to the findings in the 
Order.  Specifically, in United States v. Bahn, Crim. No. 16 CR 00831-ER-1 (S.D.N.Y. 2016), 
Respondent pleaded guilty to one count of conspiracy to violate the FCPA and one count of 
violating the FCPA [18 U.S.C. 371, 15 U.S.C. § 78dd-2].  
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Bahn’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Bahn 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. Pursuant to Section 21B of the Exchange Act, Respondent Bahn shall pay $225,000 
in disgorgement.  Payment of this obligation shall be deemed satisfied by the restitution or forfeiture 
ordered in the criminal proceeding, United States v. Bahn, Crim. No. 16 CR 00831-ER-1 (S.D.N.Y. 
2016).  
 
 By the Commission. 
 
 
 
       Brent J. Fields 
       Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No.  84054 / September 6, 2018 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No.  3968 / September 6, 2018 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-18728 

 

 

 

In the Matter of 

 

JOOHYUN BAHN, a/k/a 

DENNIS BAHN, 

 

Respondent. 

 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against JooHyun Bahn, a/k/a Dennis Bahn (“Bahn” or 

“Respondent”).   

 

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 Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 

forth below. 



 2 

III. 

 

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

 

Summary 

 

1. From March 2013 through May 2015, Bahn, while acting as a broker for Colliers 

International Group Inc. (“Colliers”), a foreign private issuer, violated the Foreign Corrupt 

Practices Act (the “FCPA”) of the Exchange Act, when he attempted to bribe a foreign official of a 

country in the Middle East in connection with his efforts to broker the sale of an $800 million high-

rise commercial building in Vietnam, known as Landmark 72.  The foreign official was unaware of 

the offered bribe.  In an effort to obtain money for himself, an accomplice had misrepresented the 

official’s involvement in the scheme to Bahn.  As part of his illicit conduct, Bahn circumvented 

Colliers’ internal accounting controls, fabricated documents, created fictitious email messages, and 

lied to Colliers executives.  Among other actions, Bahn falsely represented that the foreign 

country’s sovereign wealth fund had committed to acquire the building, thus causing Colliers to 

record commission revenue on a transaction that never had a committed buyer and never ultimately 

closed. 

 

2. Bahn’s conduct violated the anti-bribery provisions of the FCPA, Section 30A of 

the Exchange Act. 

 

3. Bahn also caused Colliers’ violations of Section 13(b)(2)(A) of the Exchange Act, 

in which Colliers failed to make and keep books, records, and accounts which, in reasonable detail, 

accurately and fairly reflected its transactions and disposition of its assets. 

 

4. Bahn also took steps to circumvent Colliers’ then existing internal accounting 

controls by making false statements, fabricating documents, and creating multiple email accounts 

in order that:  (a) the Landmark 72 transaction appeared to be a legitimate real estate transaction; 

and (b) Colliers improperly recognized the commission revenue derived therefrom in its books and 

records, thereby violating Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1. 

 

Respondent 

 

5. Joohyun Bahn, a/k/a Dennis Bahn, age 40, is a citizen of South Korea and a 

permanent resident of the United States with a home in New Jersey.  Bahn worked as a commercial 

real estate broker at the New York offices of Colliers from March 2014 to May 2015.   

 

                                                 
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 

 

Related Entities and Individuals 

 

6. Colliers International Group Inc., is a Canadian corporation with headquarters in 

Toronto, Ontario.  Colliers is a foreign private issuer that has a class of securities registered 

pursuant to Exchange Act Section 12(b) and listed on the NASDAQ stock market and the Toronto 

Securities Exchange.  In June 2015, Colliers became a successor of the issuer, FirstService 

Corporation, following a spin-off from FirstService. 

 

7. Firm-1 is a brokerage firm specializing in commercial real estate investment sales, 

financing, research and advisory services.  Based in California, Firm-1 has a class of shares 

registered pursuant to Section 12(b) of the Exchange Act. 

 

8. The Fund is the sovereign wealth fund of a country (“Country-1”) located in the 

Middle East.  The Fund has global investments in banking, mining, automobile and commercial 

real estate sectors.  As part of its objective, The Fund considered a wide range of investments for 

Country-1, including potential real estate investments.  

  

9. Foreign Official-1 was an officer and employee of the government of Country-1 

located in the Middle East.  Foreign Official-1 was then associated with the Fund until August 

2014.   

 

Bahn’s Scheme to Bribe Foreign Official-1 

 

10. Landmark 72 is a commercial office building in Vietnam.  The owner of Landmark 

72 retained Bahn and Firm-1 in February 2013 first to find investors to refinance the property’s 

debt and later to sell the property.  During the same period Bahn became acquainted with his 

accomplice, who led Bahn to believing that he had connections to Country-1’s officials who could 

arrange to purchase the property in return for bribes. 

 

11. In February 2014, Bahn’s accomplice told him that Foreign Official-1 could 

influence The Fund to acquire Landmark 72 but that Foreign Official-1 required a payment to do 

so.  On February 25, they exchanged text messages about Foreign Official-1’s payment demand 

and determined they would use “roses” as a code word for the bribe payment.  Bahn’s accomplice 

wrote that he was negotiating for one half of the payment to be made upfront and the remainder 

when the deal was “inked.”  Bahn replied, “whatever it takes to get it done . . . .” 

 

12. In March 2014 Bahn left Firm-1 for Colliers.  As part of his onboarding process at 

Colliers, Bahn received and agreed to be bound by Colliers’ code of conduct and its anti-bribery 

policies.   

 

13. On March 7 Bahn received an email from his accomplice stating that Foreign 

Official-1 required an upfront payment of “250 Roses” [$250,000] and a payment of “750 Roses” 

[$750,000] after “approval/completion of contract.”  Bahn responded on April 1 with the proposal 

that if The Fund would increase the purchase price from $700 million to $800 million, he could 



 4 

increase the upfront payment to Foreign Official-1 from $250,000 to $500,000, and pay an 

additional $2 million after the deal closed.  Later that night an email purporting to be from Foreign 

Official-1 but presumably forged by Bahn’s accomplice, instructed that “this final offer of $800 

[million] CANNOT BE AMENDED” and that the payment of “500 Roses” [$500,000] had to be 

made by April 3, 2014. 

 

14. During this period, Bahn caused Colliers and the building’s owner to enter into two 

different versions of Colliers’ brokerage services agreement.  One version, which Bahn provided to 

the owner, set the purchase price for Landmark 72 at $800 million, while the second version, given 

to Colliers, set the price at $700 million.     

 

15. In April 2014, Bahn discussed the need to fund the bribe to Foreign Official-1 with 

a coworker, who then introduced Bahn to a non-Colliers related business associate from whom 

Bahn borrowed $500,000.  In order to induce the business associate into making the loan, Bahn 

caused the building owner to send two wire transfers totaling $500,000 to Colliers and represented 

to Colliers that the funds were a non-refundable down payment on its commission.  Bahn knew 

that he had misrepresented the true purpose of the wire transfer to Colliers and that the company 

would book the $500,000 as revenue.  He also knew that approximately $225,000 of that amount 

would come to him as his share of the commission.    

 

16. On April 16, 2014, Bahn caused a check to be issued to an entity controlled by his 

accomplice with the intent that it would be forwarded to Foreign Official-1 as a bribe.  Instead, 

Bahn’s accomplice kept the money for himself. 

 

17. From May through September 2014, as the transaction languished, Bahn took steps 

to create the appearance of progress.  On June 30 Bahn emailed to Colliers and the building owner  

a letter he forged in Foreign Official-1’s name purporting to reaffirm The Fund’s commitment to 

the transaction.   Bahn also sent proposed Letters of Intent to his accomplice for him to forward to 

Foreign Official-1.  Receiving no response, Bahn reminded his accomplice on August 27, 2014 

that if Foreign Official-1 closed the transaction there would be “2 million Roses waiting for him.”  

On September 1, 2014, Bahn’s accomplice sent Bahn a Letter of Intent, purportedly from The 

Fund. 

 

18. In order to conceal the anticipated $2 million payment to Foreign Official-1 and to 

repay the $500,000 he had previously borrowed, Bahn in September 2014 devised a scheme to 

divert a portion of Colliers’ commission.  Bahn accomplished this through the preparation of a 

sham amendment to the services agreement between Colliers and the building owner.   

 

Bahn Misrepresents that the Landmark 72 Sale has Closed 

Causing Colliers to Falsely Record Commission Revenue 

 

19. In the first week of 2015 Bahn falsely represented to Colliers’ executives that the 

transaction had closed.  Bahn provided a fabricated email confirmation purporting to be from the 

building owner stating that Colliers had earned its fee.  Bahn then  provided a revised confirmation 



 5 

to clarify that the transaction had closed prior to the 2014 year end, thus causing Colliers to book 

its commission within the year.   

 

20. Unbeknownst to Colliers, Bahn had forged each iteration of the confirmation and 

falsely claimed that each had come from the owner.  Colliers’ financial executives, its internal 

counsel, and an internal audit executive all relied on the fabricated confirmation and Bahn’s 

misrepresentations in concluding that the payment could be booked by December 31, 2014.  As a 

result, Colliers recorded the full commission fee as earned and recognized in 2014.   

 

21. Bahn knew that The Fund had not committed to purchasing Landmark 72 because 

there was no contract between the owner and The Fund.  Bahn also knew the closing had not 

occurred and that Colliers had not earned its fee.  Bahn understood that his misstatements and 

fabricated confirmations caused Colliers to improperly recognize revenue on the purported 

transactions.    

 

The Fund Rejects the Landmark 72 Transaction 

and Bahn’s Scheme Unravels 

 

22. Apart from his attempts to bribe Foreign Official-1, in 2015 Bahn separately 

initiated preliminary discussions with The Fund’s real estate division.  Early in its review process 

the real estate division determined that Landmark 72 was not a suitable investment and emailed 

Bahn its rejection of the transaction on April 10, 2015.  The Fund subsequently sent a formal 

rejection to Bahn on April 20, 2015.     

 

23. In mid-May, Bahn’s coworker informed Bahn’s supervisor of a Korean television 

news report that The Fund had never intended to buy Landmark 72 and that the The Fund letter of 

intent was a fraud.  Bahn’s supervisor directed Bahn to provide a timeline of his work on 

Landmark 72.  Before he did so, Bahn on May 14, 2015 sent a LinkedIn message to Foreign 

Official-1:   

 

This is very urgent.  In regards to Landmark 72 deal in Hanoi, Vietnam, we 

were told that you promised to close the deal at USD 800MM after you receive 

$500,000 from us.  We gave [Bahn’s accomplice] $500,000 and he subsequently 

wired it to you. 

 

Can you confirm this? 

 

24. Foreign Official-1 forwarded the message to The Fund’s Chief Compliance Officer 

and did not respond.  On May 18, 2015, Bahn submitted the status report to his supervisor, making 

additional misrepresentations.   

   

25. On May 27, 2015, The Fund delivered a cease-and-desist letter to Bahn and 

Colliers making clear that “[The Fund] is not interested in and has never attempted to buy 

Landmark 72.”  Colliers terminated Bahn’s relationship with the company on May 28, 2015.   

 



 6 

 

Legal Standards and Violations 

 

26. Under Section 21C(a) of the Exchange Act, the Commission 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. 

 

Bahn Violated Exchange Act Section 30A 
  

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

unlawful for any United States issuer, or any employee or agent acting on its behalf, to make use of 

the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an 

offer, payment, promise to 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.   

28. As described above, while acting as Colliers’ agent in his capacity as a broker, 

Bahn made use of interstate commerce by sending emails from the United States in furtherance of 

(i) his corrupt offers and promises to bribe Foreign Official-1 and (ii) his transfer of $500,000 that 

he intended as a payment to Foreign Official-1, through which Bahn intended that the official 

would use his official position to secure the purchase of Landmark 72.  By this conduct Bahn 

violated Exchange Act Section 30A. 

 

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

 

29. 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.”  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.”  15 U.S.C. § 13(b)(5).   

30. As described above, Bahn knowingly circumvented Colliers’ internal accounting 

controls and caused Colliers’ books, records and accounts to be falsified through the falsified 

documents he provided and misrepresentations that he made to Colliers’ executives, all of which 

caused Colliers improperly to recognize revenue on a non-existent transaction.  By this conduct 

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

 

Bahn Caused Violations of Exchange Act Section 13(b)(2)(A) 

 

31. The books and records provision of the FCPA, Exchange Act Section 

13(b)(2)(A), requires every issuer with a class of securities registered pursuant to Exchange Act 

Section 12 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).   



 7 

32. As described above, Bahn fabricated documents and made misstatements to 

Colliers’ financial and legal executives that led to Colliers improperly recording revenue on a 

fictitious  transaction.  Colliers books and records were consolidated into FirstService’s books 

and records.  By this conduct Bahn caused violations of Section 13(B)(2)(A). 

 

Criminal Disposition 

 

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

Order.  Specifically, in United States v. Bahn, Crim. No. 16 CR 00831-ER-1 (S.D.N.Y. 2016), 

Respondent pleaded guilty to one count of conspiracy to violate the FCPA and one count of 

violating the FCPA [18 U.S.C. 371, 15 U.S.C. § 78dd-2].  

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Bahn’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Bahn 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. Pursuant to Section 21B of the Exchange Act, Respondent Bahn shall pay $225,000 

in disgorgement.  Payment of this obligation shall be deemed satisfied by the restitution or forfeiture 

ordered in the criminal proceeding, United States v. Bahn, Crim. No. 16 CR 00831-ER-1 (S.D.N.Y. 

2016).  

 

 By the Commission. 

 

 

 

       Brent J. Fields 

       Secretary