Vol. 20, No. 12 • December 2013 Political Intelligence Firms – Insider Trading and Enforcement Shifts from to K Street

By Catherine Botticelli, Jane Kanter, Adam Wasserman, and Sean Murphy

nsider trading remains a top priority for the Securities and Exchange Commission (SEC)

and Department of Justice (DoJ). In fiscal year 2012, the SEC filed 58 enforcement actions

against 131 individuals and entities and the DoJ charged and convicted dozens of indi- I viduals.1 The regulators continued their crackdown on hedge funds and their information suppliers associated with expert networks, which began in 2010. Now, with the passage of the Stop

Trading on Congressional Knowledge Act ( Act)2, we are experiencing déjà vu, as the law

has “teed up” a new category of experts – political intelligence firms – as the next source of potential

investigations and actions in an ever changing landscape of insider trading laws.

In April 2013, the press began to report decision favoring private health insurers who about an SEC investigation into possible participate in a Medicare program. The mat- insider trading based on information pro- ter also caught the attention of Senator Chuck vided by political intelligence firms.3 The case Grassley, who started investigating whether emerged when a Washington-based stock a lobbyist at a K Street law firm tipped brokerage firm, Height Securities, allegedly Height Securities with news of the government alerted clients of an imminent government decision.4 This shifting focus on the use of informa- tion provided by political intelligence firms Ms. Botticelli and Mr. Wasserman are partners is not a surprise. It is a logical progression in Dechert LLP’s White Collar and Securities of prior investigations by the SEC because Litigation practice. Ms. Kanter is a partner, and political intelligence firms resemble expert Mr. Murphy is an associate, in Dechert LLP’s networks in terms of the services provided to Financial Services Group. hedge funds and other investment firms. The

IL_1213_Botticelli.indd 1 12/26/13 8:27 PM value of the information provided by politi- what information is subject to the duty of cal intelligence firms, largely collected from trust and confidence and thus would create Washington insiders, is based on the realiza- liability if disclosed. tion among market participants that decisions in Washington can markets. And, the A. What Political Intelligence Might political intelligence industry is a lucrative Constitute Material Nonpublic industry that is said to have doubled in size in Information? the past decade, which provides added induce- ment for enforcement focus.5 The scope of what information is sub- The government recognizes that there are ject to the duty under Section 21A of the many legitimate ways to utilize experts and Exchange Act is certainly significant. For expert networks.6 And the same is certainly example, would a member of Congress breach true for political intelligence firms. However, the duty if he or she disclosed the mere intent just as with expert networks, political intel- to support a particular bill? In this regard, the ligence firms and the investors who use them STOCK Act instructed the Select Committee should be aware of the potential insider on Ethics of the Senate (Senate Committee) trading issues raised by the use of politi- and the Committee on Ethics of the House of cal intelligence and take steps to reduce Representatives (House Committee) to issue their regulatory risk. This is especially true interpretative guidance regarding the duties of given that, going forward, the STOCK Act their members and employees. potentially will provide an additional legal basis for enforcement in circumstances where 1. Committee on Ethics of the House the intelligence transmitted is improper of Representatives Guidance information. The House Committee issued guidance in April 2012 that advised House members I. The STOCK Act and their employees of their duties under the The STOCK Act was signed into law on STOCK Act.11 When identifying what infor- April 4, 2012, and explicitly extends the pro- mation might be considered material non- hibitions on insider trading under the fed- public information, the House Committee’s eral securities laws to members of Congress, guidance referenced the House Committee’s their congressional staff and other congres- Rules Regarding Financial Transactions sional employees, certain executive branch (Rules),12 which generally state: officials and their employees, and judicial officers and their employees (covered pub- Material nonpublic information is any lic officials).7 Although covered public offi- information concerning a company, cials were not previously exempt from insider , industry or economic sector, trading laws, the STOCK Act attempts to or real or personal property that is eliminate any ambiguity with respect to not available to the general public and whether public servants may profit from which an investor would likely con- information they garner during the course sider important in making an invest- of their duties. ment decision. A good rule of thumb The STOCK Act amends Section 21A to determine whether information may of the Securities Exchange Act of 19348 be material nonpublic information (Exchange Act), to provide that covered public is whether or not the release of that officials9 owe “a duty arising from a relation- information to the public would have ship of trust and confidence to the Congress, an effect on the price of the security or the United States Government, and the citi- property. zens of the United States with respect to mate- rial, nonpublic information derived from such Thus, it is important to note that mate- person’s position … .”10 Importantly, however, rial nonpublic information need not relate the STOCK Act does not specifically identify to a specific company or security. Rather,

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IL_1213_Botticelli.indd 2 12/26/13 8:27 PM according to the House Committee’s Rules variety of circumstances, including informa- and guidance, material nonpublic information tion received in a closed, nonpublic hearing; can include information regarding industries information gathered during the confidential and economic sectors more generally. stages of a committee investigation; and clas- The Rules note that much of the informa- sified national security information.” This tion available during the legislative process, guidance does not line up with the House such as information from public briefings Committee guidance in that it does not spe- or hearings, is considered public informa- cifically state that information about potential tion. However, the guidance also suggests legislation or amendments to legislation would that some information gained during the be considered material nonpublic informa- course of government service may be mate- tion, but instead focuses on information dis- rial nonpublic information, including, but seminated during a proceeding or subject to not limited to: investigation where there would be an inherent expectation of confidentiality. legislation and amendments prior to their public introduction, information B. Liability under the STOCK Act from conference or caucus meetings regarding votes or other issues, and The STOCK Act makes covered public information learned in private brief- officials liable for breaching their duty, and ings from either the public or private trading on or disclosing (that is, tipping), sector.13 certain material nonpublic information that is revealed to them during the course of their This guidance may be viewed by some as duties. Consequently, market participants troubling as it is commonplace in Washington who after interacting with, and receiv- for lawmakers, government officials and regu- ing information from, covered officials may lators to “float” potential legislation and ideas themselves face increased risk of enforcement for potential legislation, rulemaking or pos- under the expanded insider trading regime. sible political appointments prior to their pub- lic introduction or official announcement. The 1. Tippee Liability Rules, together with the guidance and obliga- tions under the STOCK Act, suggest that The STOCK Act creates the potential for merely communicating information regarding new insider trading “tippee” liability for pri- potential legislation may constitute a violation vate citizens and that receive of a covered public official’s duty. material nonpublic information from covered public officials who disclose such information 2. Select Committee on Ethics in violation of what is now an express statu- of the Senate Guidance tory duty of trust and confidence owed by covered public officials with respect to mate- The Senate Committee issued guidance in rial nonpublic information to which they are December 201214 and noted at the outset that: privy during the course of their duties. Under traditional insider trading theories, a [The STOCK Act] is not intended … to market participant who receives material non- chill legitimate communications made public information (the “tippee”) would be in good faith between public offi cials liable for trading on that material nonpublic and their constituents, inhibit govern- information when the tippee knows or should ment transparency, or otherwise hinder have known that the person from whom he has the dissemination of public informa- received the material nonpublic information tion about government activities. (the “tipper”) provided that information in violation of a duty to the tipper’s source. The Senate Committee’s guidance addition- Because the STOCK Act clearly creates ally notes that obligations under the STOCK a duty for covered public officials, should Act apply to “information obtained in a such persons provide material nonpublic

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IL_1213_Botticelli.indd 3 12/26/13 8:27 PM information to tippees in exchange for a per- may very well take the position that Trader D sonal benefit, traditional tipper/tippee prin- should have known that the information came ciples regarding what qualifies as a personal to him or her in breach of a duty and thus may benefit may well apply. The STOCK Act does be liable for insider trading. not define personal benefit and the threshold for what may constitute personal benefit, C. Government Accountability Offi ce pursuant to prior case law, is extremely low. (GAO) Report17 Indeed, courts have found an inference of a personal benefit based solely on the close The STOCK Act mandated that the friendship between the tipper and the tippee, Comptroller General of the United States, in and the “hypothetical benefits” that may have consultation with the Congressional Research been derived from it.15 This raises unique prob- Service, submit a report to Congress on the lems in the political context, where obtaining role of political intelligence firms in the mar- goodwill is often a core part of an elected ketplace.18 The GAO was required to provide official’s job. findings on, among other items, the prevalence of the sale of political intelligence, the effect 2. Misappropriator Liability of political intelligence on financial mar- kets, and the potential benefits of disclosure An investor may be liable for trading on requirements on those who engage in politi- material nonpublic information obtained from cal intelligence activities. On April 4, 2013, a source when there is a relationship of trust the GAO issued the required report (Report), and confidence between the source and the which included the findings of a 12-month investor.16 In these situations, the source rea- study that interviewed regulators, individuals sonably expects, by implicit or explicit agree- at political intelligence firms, trade associa- ment, that the client/investor will keep the tions, law firms, financial services firms, and information provided confidential and will advocacy organizations. not use the information for investment pur- The Report highlights that currently there poses. Thus, market participants who trade are no specific laws or ethics rules that gov- on material nonpublic information obtained ern the of political intelligence firms from covered public officials or political intel- in terms of the sale of political intelligence. ligence firms may be subject to insider trading But, the Report does acknowledge that securi- liability based on the misappropriation theory ties laws, including insider trading laws, and depending on the circumstances surrounding executive and legislative branch ethics rules their receipt of the material nonpublic infor- do require covered political officials to protect mation, as well as their or their consultant’s nonpublic information. The Report found that relationship with a covered public official. The the “prevalence of the sale of political intel- STOCK Act broadly asserts a covered public ligence is not known and therefore is difficult official’s duty of trust and confidence and to quantify.”19 The Report notes that compen- thereby might arguably raise the inference that sation provided to political intelligence firms a covered official would not disclose material is often not tied to either a particular source nonpublic information without a reciprocal or specific investment decision. Moreover, the duty by the recipient to maintain the informa- Report observes that “even when a connection tion as confidential. can be established between discrete pieces of It is important to remember that the gov- government and investment decisions, it is not ernment will often look to whether a duty always clear whether such information could was breached by the source of that informa- be categorized as material … and whether such tion and will argue that the breach taints any information stemmed from public or nonpub- additional disclosures down the chain. So, lic sources at the time the information was if Congressman A gives material nonpublic exchanged … ”20 information to Lobbyist B, who provides the Responses from political intelligence firms information to Political Intelligence Firm C, illustrate that “information is often bundled who then informs Trader D, the SEC and DoJ and provided to clients with other information

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IL_1213_Botticelli.indd 4 12/26/13 8:27 PM such as research, opinions, and policy analy- SEC opened an insider trading investigation sis.”21 In addition, investors responded that and is reviewing trading in certain health “investment decisions are most likely to be insurance in the days leading up to a based on an overall analysis of the political policy change by the Centers for Medicare & climate and not necessarily on a single piece Medicaid Services. The concern is that certain of political intelligence.”22 As such, it may be government employees and policy makers at difficult for prosecutors (or the SEC’s enforce- the Centers for Medicare & Medicaid Services ment Staff) to clearly establish a connection provided information to lobbyists and other between the information provided by a politi- Washington insiders, who in turn provided the cal intelligence firm to a client and a particular information to political intelligence firms, like investment decision by that client to a particu- Height Securities, who then provided infor- lar piece of material nonpublic information mation to hedge funds and other Wall Street from a covered public official. traders – all before the actual policy decision The Report reviewed whether a disclosure was effective and known to the public. requirement for political intelligence firms Such a chain of events may create the would be advantageous. However, the Report appearance of impropriety by any number side-steps the issue and simply suggests that of parties. However, before generating an Congress should weigh the potential costs enforcement action, the traditional insider and benefits of such a disclosure regime. Not trading questions must still be asked. For surprisingly, certain public advocacy groups example, was the information public? Recent and the SEC were in support of the disclosure news reports have indicated that Height regime and noted that it would add transpar- Securities was not the only political intelli- ency and lead to investor protections. But, one gence firm disseminating such information.24 response from the SEC does suggest uncer- Indeed, at least one other firm held a confer- tainty regarding the utility of a disclosure ence call discussing the policy decision. If such regime to protect investors given the “pace information was widely shared, it could create of market movements.”23 Other respondents an inference that the information was not nec- noted concerns regarding the restrictions on essarily “non-public” for the purposes of the anonymity of their clients, cost of enforce- insider trading laws. ments, restrictions on First Amendment rights, In light of the government’s scrutiny of and the potential “chilling effect” on commu- Height Securities, clients/investors should be nications between government officials, the cognizant of whether information received media and political intelligence firms. from a political intelligence firm, or simi- Ultimately, the Report provided no rec- lar service provider, was provided by a cov- ommendations in connection with its find- ered public official in violation of the duties ings. Nevertheless, the Report may provide imposed by the STOCK Act with respect context for compliance professionals and to the dissemination of material nonpublic political intelligence firms when considering information.25 policies and procedures to reduce enforcement exposure. III. Practical Considerations and Protective Measures II. Shifting Enforcement Focus: To date, there have been no enforcement actions under the STOCK Act.26 Nevertheless, Insider Trading Based on Political it is evident that the new law will have effects Intelligence on market participants, particularly those that The investigation of Height Securities and rely to any extent upon information obtained a Washington lobbyist in connection with from covered public officials, political intel- the Medicare leak is objective evidence that ligence firms and lobbyists or consultants the SEC has its eye on political intelligence providing information about legislation and firms and clients/investors that subscribe to regulatory changes. Although the STOCK their services. It has been reported that the Act does signify a new twist on insider

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IL_1213_Botticelli.indd 5 12/26/13 8:27 PM trading regulation, the considerations of mar- C. Materiality ket participants are not unlike traditional considerations when analyzing insider trading Market participants must also consider generally. whether the information upon which they are trading is material. In the political intel- A. Duty ligence context, this may be difficult to deter- mine. For example, if a congressional staffer When analyzing insider trading issues, mar- remarks upon the general sentiments of one ket participants often focus on whether the member of Congress during a committee information is “material” and whether it is meeting, there could be strong arguments “nonpublic.” However, in the expert network that it is not material information, given, for investigations it appears that the first ques- example, that the information only reflects the tion prosecutors have been asking is whether views of one Congressman out of many and the information was obtained in violation of he could always change his mind. However, a duty. Under these circumstances, and as a information regarding a confidential meet- result of the STOCK Act, in order to properly ing of a group of influential members could protect themselves, political intelligence firms be material depending on the particular cir- and their clients/investors also must focus on cumstances. Of course, materiality is often the question of duty and understand that, if inferred after the fact. In addition, while a there was arguably a duty violation, the gov- good defense attorney might be able to suc- ernment may discount even reasonable argu- cessfully argue the materiality issue, prosecu- ments that the information was immaterial or tors may still assume that information bought public. from consultants is material – otherwise why The question of duty becomes more dif- would one pay for it? ficult the further away one gets from the origi- nal source of the information. For example, a D. Surrounding Circumstances client/investor who hires a political intelligence consultant may not know that the information Prudent investors must also be aware of the was obtained by the consultant in violation of circumstances in which the information, which an official’s duties. However, if the informa- they will potentially trade on, was obtained. tion provided resulted in a monetary benefit to Here, it is important to consider whether the the recipient, the client/investor should expect information was disseminated by a covered that prosecutors may be quick to accuse the public official in furtherance of his or her client/investor (rightfully or wrongly) of will- responsibilities as a public official and there- ful blindness if the government believes a duty fore not a breach of a duty, or, alternatively was breached.27 whether the information was exchanged pur- suant to a quid pro quo arrangement whereby B. Public Information the covered public official would receive a personal benefit. Such an arrangement could Prior to executing a trade on the basis of result in a presumption that the information information from a covered public official obtained was material. Furthermore, clients/ or a political intelligence firm, market par- investors should consider whether there is a ticipants should consider whether the infor- relationship of trust and confidence between mation is in fact public. Here, the inquiry the direct recipient of the information and the generally should be whether the information covered public official providing the informa- is already available to the investing public. tion that would imply that the information In answering this question, it is important to exchanged was confidential and subject to remember that, in the United States, infor- the covered public official’s duty with respect mation is “public” in the context of insider to information obtained during the course of trading if investors’ trading has caused the his or her duties. Also, clients/investors should information to be fully absorbed into the assess whether the source knew that the infor- price of the stock. mation would ultimately be used for trading

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IL_1213_Botticelli.indd 6 12/26/13 8:27 PM purposes. If this fact was concealed from the participants with information for the purposes covered public official, the government may of investment should evaluate their relation- be more prone to argue that a duty owed to ships with covered public officials and consider the original source (that is, the covered public whether it makes sense for them to take certain official) had been violated. other precautions to mitigate enforcement exposure. Such precautions might include: E. Considerations for Advisors and Funds • Informing covered public offi cials from Given the increased regulatory focus in this whom they receive information that they act area, if an adviser is engaging in business as consultants and may provide the infor- with political intelligence firms or executing mation to clients/investors who may trade based upon information received from upon the information; government sources, advisers should consider • Implementing insider trading policies and exploring whether it makes sense for them training programs that focus on, inter alia, to undertake certain precautionary measures, the meaning of material nonpublic informa- such as: tion in the political context and the duties owed by and to covered public offi cials who • Amending insider trading policies and pro- provide information and the STOCK Act; grams and training to specifi cally cover the • Implementing compliance reviews to check STOCK Act and the use of political intel- that their insider trading policies are being ligence fi rms, lobbyists and consultants; followed; and • Putting provisions in with politi- • Requiring their employees to attest that cal intelligence fi rms that ensure such fi rms they will not seek material nonpublic infor- will not provide material nonpublic infor- mation or information that would violate a mation obtained improperly or in violation source’s duty. of a source’s duty; • Informing political intelligence consul- The insider trading enforcement environ- tants, prior to sharing information, that the ment is in a continuous state of flux. Not adviser anticipates using the information only are the lines between what is proper and obtained to trade and does not want mate- improper blurry, but they are shifting. Thus, rial nonpublic information or information it is important that firms remain vigilant in obtained in violation of a source’s duty; evaluating what insider trading risks they are • Requiring advisers or their investment per- facing and how they can mitigate those risks. sonnel to obtain approval from the fi rm’s The proper use of political intelligence firms compliance department before using the can provide advisers with important infor- services of political intelligence fi rms; mation and significant opportunities – but, • Vetting political intelligence fi rms before especially in today’s enforcement environment, their use, including reviewing their policies political intelligence must be used intelligently. and procedures designed to protect against This means identifying, understanding, and the misuse of material nonpublic informa- mitigating against insider trading risks posed tion; and by using such information. We hope that this • Implementing compliance reviews of the article provides the tools to do so. adviser’s use of political intelligence fi rms. Notes F. Considerations for Political 1. See “SEC Enforcement Actions: Insider Trading Cases,” available at www.sec.gov/spotlight/insidertrading/ Intelligence Firms cases.shtml; , , available Although there is a regulatory spotlight at www.justice.gov/usao/briefing_room/fin/securities_fraud. on political intelligence firms, the services html. they provide in the marketplace do not per sé 2. STOCK Act, S.2038, 112th Cong. (2012). violate federal securities laws. Nevertheless, 3. See Tom McGinty, Brody Mullins & Jenny Strasburg, political intelligence firms that provide market “Stock Surge Linked to Lobbyist,” WALL ST. J.,

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IL_1213_Botticelli.indd 7 12/26/13 8:27 PM Apr. 17, 2013, available at online.wsj.com/article/SB10001 (2011), available at http://ethics.house.gov/sites/ethics.house. 424127887324345804578427102504475618.html; Dina El gov/files/fin%20trans%20pink%20sheet.pdf. Boghdady & Tom Hamburger, “SEC Subpoenas Firm, 13. Id. at 3. Individuals in a Case of Leaked Information,” WALL ST. J., May 1, 2013, available at articles.washingtonpost. 14. Staff of S. Comm. on Ethics, 112th Cong., Restrictions com/2013-05-01/business/38957569_1_sec-subpoena-the- on Insider Trading Under Securities Laws and Ethics sec-law-firm. Rules, Dec. 4, 2012, available at http://www.ethics.senate. 4. According to the news article, the lobbyist in ques- gov/public/index.cfm /guidance?I D=409cd1e7-2f41-4e12- tion sent an email to Height Securities at 3:12 p.m. on 8d19-32a4333b6367. April 1. Subsequently, Height Securities sent a notice 15. See, e.g., SEC v. Maio, 51 F.3d 623 (7th Cir. 1995); see to clients approximately half an hour later. Then, the also, SEC v. Warde, 151 F.3d 42 (2d Cir. 1998). government decision by the Centers for Medicare & Medicaid Services came out at approximately 4:30 p.m. 16. 17 C.F.R. § 240.10b-5-2. Jason Milliman, “Chuck Grassley Eyes Former Aide in 17. U.S. Gen. Accountability Office, Political Intelligence: Medicare Advantage Leak,” POLITICO, Apr. 17, 2013, Financial Market Value of Government Information available at http://www.politico.com/story/2013/04/grassley- Hinges on Materiality and Timing, Apr. 4, 2013 (GAO eyes-former-aides-role-in-market-intelligence-90197.html. Report), available at www.gao.gov/products/GAO-13-389. 5. Jerry Markon & Jia Lynn Yang, “Intel for Investors: 18. STOCK Act, §7. What’s Going on Behind Closed Doors in Washington,” WASH. POST, May 2, 2013, available at http://www. 19. See GAO Report, supra n.17 at 2. washingtonpost.com/politics/political-intelligence-industry-in- washington-under-scrutiny-amid-federal-inquiry/2013/05/02/ 20. Id. at 9. e284e08e-b364-11e2-9a98-4be1688d7d84_story.html? 21. Id. at 8. hpid=z1. 22. Id. 6. See, e.g., “SEC Brings Expert Network Insider Trading Charges - Moonlighting Employees Passed Company 23. Id. at 16. Secrets to Hedge Funds and Others,” SEC Press Release 24. See Brody Mullins, “Health Policy Move Widely (pub. avail. Feb. 3, 2011) (stating, “While it’s legal to obtain Shared,” WALL ST. J., May 13, 2013, available at http:// expert advice and analysis through expert networking online.wsj.com/article/SB1000142412788732403140457848 arrangements, it’s illegal to trade on material nonpublic 1461859150402.html. information obtained in violation of a duty to keep that information confidential.”), available at http://www.sec.gov/ 25. It is worth noting that early versions of the STOCK news/press/2011/2011-38.htm. Act contained provisions that would require political intelligence firms to register with the government and 7. Momentum to pass the law began after a “60 Minutes” provide certain information regarding their activities and exposé, and several related publications, reported that the names of clients. Although this requirement was not members of Congress and hedge funds had profited off of adopted, after significant by financial services securities transactions based upon “political intelligence” firms seeking to protect their anonymity, the STOCK Act or inside information concerning pending legislation and charged the Government Accountability Office with the regulatory matters. See 60 Minutes: Insiders (CBS televi- responsibility of performing a study on political intelli- sion broadcast Nov. 13, 2011). gence firms. See S.2038.ES, 112th Cong. (2012), available 8. 15 U.S.C. 78u-1. at www.gpo.gov/fdsys/pkg/BILLS-112s2038es/pdf/BILLS- 112s2038es.pdf. 9. Covered officials and employees include: members of Congress, employees of Congress, executive branch 26. Although no individuals have been charged with employees, judicial officers and judicial employees. See violations of the STOCK Act, while the legislation was STOCK Act, §§ 2(1) – 2(7). being considered by Congress, House Financial Services Committee Chairman Spencer Bachus was investigated 10. The STOCK ACT also extends the insider trading by the House’s Office of Congressional Ethics (OCE) prohibitions under the Exchange Act to cover for possible insider trading. Media reports indicate that members of Congress and staff. the investigation focused on several short options traded 11. Staff of H. Comm. on Ethics, 112th Cong., by Rep. Bachus in September 2008 subsequent to par- Memorandum to all House Members, Officers and ticipating in a confidential meeting with then Treasury Employees, New Ethics Requirements Resulting from the Secretary and Federal Reserve Chairman STOCK Act (2012) available at http://ethics.house.gov/sites/ Benjamin Bernanke. Ultimately, OCE did not recommend ethics.house.gov/files /Stock%20Act%20Pink%20Sheet.pdf. any enforcement. See Scott Higham and Dan Keating, Published, “Rep. Spencer Bachus faces insider-trading 12. Staff of H. Comm. on Ethics, 112th Cong., investigation,” Wash. Post, February 9, 2012, available Memorandum to all House Members, Officers and at www.washingtonpost.com/politics/2012/02/09/gIQA- Employees, Rules Regarding Financial Transactions 21Ui2Q_story.html.

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IL_1213_Botticelli.indd 8 12/26/13 8:27 PM 27. See generally, Jennifer Banzaca, “RCA Symposium Prosecution, CCO and GC Liability and Third Party Focuses on Governance, Form PF, Enterprise Relationships,” Hedge Fund Law Report, June 8, 2012, Risk , Regulatory Enforcement, Criminal available at www.hflawreport.com/article/1530.

Copyright © 2013 CCH Incorporated. All Rights Reserved Reprinted from The Investment Lawyer December 2013, Volume 20, Number 12, pages 1, 8–15, with permission from Aspen Publishers, Wolters Kluwer Law & Business, New York, NY, 1-800-638-8437, www.aspenpublishers.com

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