SEC ANNOUNCES FORMER MANAGING DIRECTOR OF NASDAQ ORDERED TO DISGORGE INSIDER TRADING PROFITS

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION 

Litigation Release No. 23156 / December 12, 2014

Securities and Exchange Commission v. Donald L. Johnson, et al., Civil Action No. 11-CV-3618 (VM) (S.D.N.Y.)

Court Orders Former Managing Director of the NASDAQ Stock Market to Disgorge More Than $898,000 in Insider Trading Profits

The Securities and Exchange Commission announced today that on November 12, 2014, the Honorable Victor Marrero of the United States District Court for the Southern District of New York entered a final judgment against defendant Donald L. Johnson, formerly a Managing Director of The NASDAQ Stock Market ("NASDAQ"), ordering Johnson to disgorge insider trading profits of $755,066.20, together with prejudgment interest thereon in the amount of $143,041.72, for a total payment of $898,107.92. Johnson consented to the entry of the final judgment. The Court previously had entered a judgment permanently enjoining Johnson for violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, representing the full injunctive relief sought by the SEC in the same civil action.

In its Complaint, filed in May 2011, the SEC had alleged that Johnson had unlawfully traded in advance of nine announcements of material nonpublic information involving NASDAQ-listed companies from August 2006 to July 2009. According to the SEC's Complaint, Johnson took advantage of both favorable and unfavorable information that was entrusted to him in confidence by NASDAQ and its listed companies, shorting stocks on several occasions and establishing long positions in other instances. The SEC alleged that Johnson reaped illicit profits in excess of $755,000 from his illegal trading.

On May 26, 2011, Johnson pleaded guilty to a federal criminal charge of securities fraud in a parallel criminal action arising out of certain of the conduct underlying the SEC's action. On August 12, 2011, Johnson was sentenced to forty-two months in prison and ordered to forfeit $755,066.

Following the entry of the final judgment against Johnson, which provided for payment of full disgorgement with prejudgment interest, the SEC voluntarily dismissed its relief defendant claim against Johnson's wife, Dalila Lopez. This concludes the SEC's civil action against Johnson.

The SEC acknowledges the assistance of the Fraud Section of the U.S. Justice Department's Criminal Division and the U.S. Postal Inspection Service. The SEC also acknowledges FINRA and NASDAQ for their assistance in this matter.

FINAL JUDGEMENTS ENTERED FOR ALLEGED INSIDER TRADING OF NON-PUBLIC INFORMATION

FROM:  SECURITIES AND EXCHANGE COMMISSION 
Court Enters Final Judgment Against Officer, Broker and Relief Defendant Broker-Dealer in Settlement of Insider Trading Charges

The Securities and Exchange Commission announced today that, pursuant to settlement agreements, the Honorable Thomas L. Ludington of the United States District Court for the Eastern District of Michigan entered final judgments on January 13, 2014 against defendants Mack D. Murrell and Charles W. Adams, and relief defendant Raymond James Financial Services, Inc. (Raymond James) in the SEC's insider trading case, SEC v. Mack D. Murrell, et al., Civil Action No. 2:13-cv-12856 (E.D. Mich.). The final judgments permanently enjoin Murrell and Adams from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Murrell was ordered to pay a civil penalty in the amount of $367,250 and is prohibited from acting as an officer or director of a publicly traded company. Adams was ordered to disgorge $64,450, plus prejudgment interest of $13,285, and to pay a civil penalty in the amount of $107,046.Raymo Jndames was ordered to disgorge $373,497 plus prejudgment interest of $8,692. Without admitting or denying the SEC's allegations, Murrell, Adams, and Raymond James consented to the entry of the final judgments.

The SEC charged Murrell, who was the Vice President of Information Systems for The Dow Chemical Company (Dow), with unlawfully tipping material, non-public information to his long-time friend, David A. Teekell, in advance of Dow's July 10, 2008 announcement of its acquisition of Rohm & Haas Co. The SEC also charged Teekell and Adams, Teekell's broker at Raymond James, with trading on the confidential information. Teekell previously settled the SEC's charges.Raymond James was charged as a relief defendant because profits from certain trades by Teekell were held in its firm account.

SEC CHARGES NY MAN WITH INSIDER TRADING

FROM:  U.S. SECURITIES EXCHANGE COMMISSION 
SEC Charges New York Investment Professional with Insider Trading

On October 29, 2013, the Securities and Exchange Commission filed a civil injunctive action in federal court in the Northern District of Georgia against Dennis Rosenberg ("Rosenberg"). The Commission alleges that Rosenberg traded in the securities of Carter's Inc., ("Carter's), the Atlanta-based public issuer and clothing marketer, on the basis of material non-public information provided by a former Carter's executive, and tipped two investment advisers about this information.

The Commission's complaint alleges that, between 2005 and 2010, Rosenberg, a retired hedge fund investment consultant and market analyst who had previously covered the stock of Carter's, traded in advance of market-moving news concerning Carter's anticipated earnings, after having been tipped by a former Carter's executive regarding the substance of the upcoming announcements. Rosenberg also disclosed this information to two investment advisers for two separate hedge funds, according to the complaint, who then also traded on the inside information. Rosenberg's total ill-gotten gains, losses avoided, and consulting fees (based on tips to one hedge fund client) totaled approximately $500,000, according to the complaint, while the combined losses avoided and profits by Rosenberg's tippees totaled approximately $2 million.

The Commission's complaint alleges that Rosenberg violated the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5. Without admitting or denying any of the allegations in the complaint, Rosenberg consented to the entry of an order enjoining him from future violations of these provisions, and ordering him to disgorge approximately $500,000 of ill-gotten gains and approximately $108,000 in prejudgment interest. The amount of civil monetary penalties to be imposed, if any, will be decided at a later date.

This is the second insider trading case that the Commission has brought in connection with its ongoing investigation of trading in the securities of Carter's, see SEC v. Eric Martin, et al.,http://www.sec.gov/litigation/litreleases/2012/lr22458.htm, and the Commission's fifth overall case as part of its broader Carter's investigation.See SEC v. Joseph Elles,http://www.sec.gov/litigation/litreleases/2010/lr21784.htm, SEC v. Joseph Pacifico, Http://www.sec.gov/litigation/litreleases/2012/lr22517.htm, SEC v. Michael Johnson,http://www.sec.gov/litigation/litreleases/2012/lr22520.htm.
The SEC acknowledges the assistance of the U.S. Attorney's Office for the Northern District of Georgia and the Federal Bureau of Investigation in this matter.
 SEC Complaint

CFTC FILES AMENDED COMPLAINT ADDING DEFENDANT IN NYMEX CASE

FROM: COMMODITY FUTURES TRADING COMMISSION

CFTC Charges Ron Eibschutz with Aiding and Abetting Disclosures of Material Nonpublic Information about Customer Trades in its Case against the CME Group’s New York Mercantile Exchange and Two Former Employees

Washington, DC – The U.S. Commodity Futures Trading Commission (CFTC) today filed an amended Complaint in its pending enforcement action, U.S. Commodity Futures Trading Commission v. William Byrnes, et al. (U.S. District Court, Southern District of New York, 13 CIV 1174), naming Ron Eibschutz as a Defendant in its ongoing case against the New York Mercantile Exchange, Inc. (CME NYMEX), and two former CME NYMEX employees, William Byrnes and Christopher Curtin.

The amended Complaint charges CME NYMEX, Byrnes, and Curtin with violating the Commodity Exchange Act (CEA) and CFTC Regulations through the repeated disclosures during a two and one-half year period of material nonpublic customer information to Eibschutz, an outside commodity broker who was not authorized to receive the information, and charges Eibschutz with aiding and abetting the violations.

The CFTC’s amended Complaint alleges, as did the initial complaint, that at least from in or about February 2008 to September 2010, Byrnes knowingly and willfully disclosed material nonpublic information about CME NYMEX trading and customers, including about trades cleared through CME ClearPort, to Eibschutz on at least 60 occasions, and that between May 2008 and March 2009, Curtin knowingly and willfully disclosed the same type of information to Eibschutz on at least 16 additional occasions. The nonpublic customer information unlawfully disclosed by Byrnes and Curtin, in conversations often captured on tape, included details of recently executed trades, the identities of the parties to specific trades, the brokers involved in trades, the number of contracts traded, the prices paid, the structure of particular transactions, and the trading strategies of market participants, according to the amended Complaint.

The amended Complaint alleges that Eibschutz aided and abetted the violations of the CEA and CFTC Regulations, including by, among other things, repeatedly soliciting Byrnes and Curtin for the specific material nonpublic information they disclosed to him and providing them with information they needed to identify and locate information about the specific trades in which Eibschutz was interested.

In its continuing litigation, the CFTC seeks civil monetary penalties, trading and registration bans, and a permanent injunction prohibiting further violations of the federal commodities laws, as charged.

CFTC Division of Enforcement staff responsible for this case include Patrick Daly, James Wheaton, David W. MacGregor, Lenel Hickson, Stephen J. Obie, and Vincent A. McGonagle

ACCOUNTANT CHARGED WITH BEING A TIPSTER OF NON-PUBLIC INFORMATION

FROM: U.S. SECURITIES AND EXCHANGE COMMISSION

On August 28, 2012, the Securities and Exchange Commission filed a civil injunctive action in the Northern District of Georgia against R. Jeffrey Rooks ("Rooks"), a Griffin, Georgia based CPA. The Commission alleges that Thomas D. Melvin ("Melvin"), a Griffin, Georgia based CPA and partner of Rooks, disclosed material non-public information about the pending tender offer for Chattem, Inc. ("Chattem") securities to Rooks. The Commission also alleges that Rooks tipped one other individual. The Commission further alleges that Rooks traded in the securities of Chattem based on that material non-public information and caused the other individual to also trade.

According to the Commission’s complaint, on December 21, 2009, Sanofi-Aventis ("Sanofi"), a French pharmaceutical company, announced its intent to make a tender offer for Chattem, a Tennessee-based distributor of over-the-counter pharmaceutical products, at the price of $93.50 per share ("Announcement"). Shares of Chattem closed 32.60% higher on the day of the Announcement than the prior trading day’s close of $69.98 and volume increased more than 3,000% to 10.3 million shares.

The Commission alleges that in early December 2009, several weeks before the Announcement, an independent board member of Chattem who owned Chattem options that would automatically exercise in the event of an ownership change at Chattem, initiated a series of confidential conversations and meetings with his longtime accountant, Melvin, to discuss potential methods of ameliorating the effect of an acquisition of Chattem on his tax liability. The Chattem board member told Melvin sufficient facts such that, given Melvin’s knowledge of the board member’s affairs, Melvin would have clearly known that the board member was discussing Chattem. Melvin and the Chattem board member also discussed the price impact of the tender offer on the board member’s options.

The Commission further alleges that Melvin misappropriated material non-public information regarding the impending tender offer for Chattem securities. Within days of his first meeting with the board member, Melvin disclosed material non-public information about the impending tender offer to Rooks. Rooks traded in Chattem securities based on the material non-public information disclosed by Melvin, and Rooks caused another individual to trade based on that information.

Rooks has agreed to settle the Commission claims against him by consenting to the entry of a final judgment providing permanent injunctive relief under Sections 10(b) and 14(e) of the Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder and by agreeing to pay disgorgement of $18,482.14, prejudgment interest of $1,432.68, and a penalty of $4,620.54. The terms of Rooks’ settlement reflect credit given to him for his cooperation and substantial assistance to the investigation. Rooks neither admits nor denies the Commission’s allegations, and his settlement is subject to court approval.