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Insider Trading Developments Summer 2012

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Insider Trading Developments Summer 2012 While the insider trading conviction of Rajat Gupta and SEC settlement As the U.S. Securities and Exchange Commission and Department with Hall of Fame baseball player Eddie Murray attracted headlines — of Justice continue to actively investigate and prosecute insider and the 12-year prison sentence imposed earlier this summer on trading cases (please see the accompanying 2012 DOJ/SEC former corporate attorney Matthew Kluger set a new standard for Insider Trading Actions chart), and criminal insider trading penalties — there have been several other even Congress has become involved in the area, we believe it may be legislative, regulatory and judicial developments in recent months helpful to our clients and friends in the financial services industry relating to insider trading that are of equal or greater significance. to highlight trends that we see and think would be of interest or that All reflect an increased focus on preventing and prosecuting the trading may prove important. Schulte Roth of securities and commodities based on material nonpublic information. & Zabel routinely and currently represents numerous entities and individuals in matters involving Congress has passed legislation expressly prohibiting its members and other insider trading allegations. The government officials from trading on nonpublic information they learn from their firm’s attorneys author the annual official positions, even as a prominent Congressman was investigated regarding Insider Trading Law & Compliance (though ultimately not charged with) such alleged trading. Meanwhile, the Answer Book (Practising Law Department of Justice and the SEC have continued their active pursuit of those Institute) and its Litigation department includes eight former they believe supplied and traded on inside information obtained and disseminated SEC and DOJ prosecutors. via “expert network” investment research firms. Finally, courts and prosecutors have demonstrated an inclination to find at least the possibility of illegal insider trading even when the information came from an indirect source or via seemingly Inside this issue benign means. 2 Congress Expressly Prohibits These recent developments all suggest that, in the current environment, investors Insider Trading by Its Members, Staffers and Other Federal and investment advisers should be particularly vigilant in ensuring that they and Employees their employees do not acquire and trade on nonpublic information obtained 2 Regulators Aggressively directly or indirectly from an individual or entity who was not authorized to disclose Prosecute Expert Network it, or that otherwise is not in the public domain.1 Cases 3 Prosecutors and Courts Are 1 Schulte Roth & Zabel’s representations include, in some cases, matters discussed in Insider Trading Taking a Broad View of Insider Developments or other firm publications. The information discussed herein is limited to material contained in the public record, and nothing herein is intended to constitute an endorsement of the positions taken by Trading any court, agency, or legislator, or other public or private person or entity, or to suggest that any pleading or opinion accurately reflects the facts or the correct state of the law. 5 2012 DOJ/SEC Insider Trading Actions Insider Trading Developments — Summer 2012 | 1 Congress Expressly Prohibits Insider Trading by Its Members, Staffers and Other Federal Employees On April 4, 2012, President Obama signed the Stop Trading possible insider trading. The independent investigative on Congressional Knowledge (“STOCK”) Act into law. The agency reportedly investigated suspicious trades by House law specifies that lawmakers and federal employees have Financial Services Committee Chairman Spencer Bachus “a duty arising from a relationship of trust and confidence” (R-AL), and investigators reportedly initially informed him to Congress, the federal government and U.S. citizens, and that there was evidence that insider trading violations had expressly prohibits congressional members, staffers and been committed. The investigation appeared to focus, in other federal employees from using nonpublic information part, on several short options that Rep. Bachus traded gained from their positions for personal benefit. As a in September 2008 after participating in a closed- result, persons who are not government employees can door briefing with Treasury Secretary Henry Paulson be held liable as tippees if they trade on information that and Federal Reserve Chairman Benjamin Bernanke in they learn from government employees — be they in the which the participants discussed the nation’s impending legislative, executive, or judicial branch — in breach of economic decline. The investigation also appeared to those employees’ duties. involve other trades that coincided with major policy announcements concerning industries under the Meanwhile, even as the STOCK Act was being debated oversight of House committees on which he sits. Rep. and passed, the House member who presided over a Bachus denied any wrongdoing and, in April, the OCE congressional hearing on the STOCK Act was investigated board recommended that the House Ethics Committee by the House’s Office of Congressional Ethics (“OCE”) for not bring a case against him. Regulators Aggressively Prosecute Expert Network Cases Since late 2010, the DOJ and the SEC have been bringing insider trading charges against the employees and clients of investment research firms that provide “market intelligence” through “expert networks” that allegedly engaged in illegal tipping of information obtained from public company insiders. One such firm is Primary Global Research LLC for the Southern District of New York entered a (“PGR”), which marketed itself as an “independent consent judgment ordering Diamondback Capital investment research firm that provides Management LLC (“Diamondback”) to pay more institutional money managers and analysts with than $9 million to settle insider trading charges market intelligence” through a “global advisory brought by the SEC and the U.S. Attorney’s team of experts.” Winifred Jiau, a consultant Office involving former Diamondback employees with PGR, allegedly formed friendships with Todd Newman (a portfolio manager) and Jesse technology company insiders, who provided Tortora (an analyst). Newman and Tortora were her with quarterly revenues, gross margins and accused of illegally trading Dell and Nvidia Corp. earnings per share for specific quarters for stock based on material, non-public information multiple publicly traded companies. Jiau then learned through outside consultants and expert communicated such nonpublic information to network firms. Newman pled not guilty on investment adviser clients, who paid PGR, which February 14, 2012. Tortora pled guilty on January in turn paid Jiau up to $10,000 per month. Jiau 18, 2012 and is cooperating with the government. was convicted of insider trading and sentenced to four years in prison in September 2011. James Meanwhile, on June 26, 2012, Tai Nguyen, the Fleishman, the vice president of sales for PGR, president and sole employee of California expert was sentenced to two-and-a-half years in prison in networking firm Insight Research LLC, pled guilty December 2011 for forwarding emails containing to conveying insider information to two hedge nonpublic information obtained by other PGR fund managers who were clients of his firm. The consultants to investment advisers, who then managers (Samir Barai and Noah Freeman) had executed trades through PGR’s affiliated broker- themselves pled guilty to insider trading charges dealer (PGR Securities). last year. Nguyen admitted to providing them with confidential earnings information regarding The government’s prosecution of insider trading biotechnology company Abaxis Inc. that he had charges involving expert networks has continued received from his brother, who worked in the this year. On April 6, 2012, the U.S. District Court company’s finance department. 2 | Schulte Roth & Zabel Finally, on July 25, 2012, John Kinnucan, the founder of Comptroller General on the role of “political intelligence Broadband Research LLC, pled guilty to conspiracy and firms” that operate as information gatherers for hedge securities fraud charges in connection with receiving funds and private investors. nonpublic information regarding quarterly revenue and anticipated legal disputes from employees of publicly In short, even using information obtained from ostensibly traded companies, such as F5 Networks Inc., SanDisk, legitimate research firms does not inoculate investors and Apple and Flextronics International Ltd. Kinnucan paid his managers against potential insider trading investigations sources with money, stock tips, expensive meals and, in or charges. Rather, the government’s inquiries into and one case, by investing $25,000 in the source’s business prosecutions of such firms and their clients demonstrate venture. Kinnucan then passed the information on to his that one must consider the ultimate source of the clients, including a former portfolio manager of Dallas- information upon which one trades, regardless of how far based hedge fund Carlson Capital LP. down the chain the investor or manager may be, or how innocent the immediate source may appear. Congress has taken notice of expert networks and similar market intelligence firms that focus on political developments. The STOCK Act orders a report from the Prosecutors and Courts Are Taking a Broad View of Insider
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