The Securities and Exchange Commission has obtained a split verdict from a jury in the U.S. district court in Cleveland in a case against two brothers accused of insider trading in 2009, Thomas Gorman, a partner at Dorsey & Whitney who focuses on defending SEC, U.S. Commodity Futures Trading Commission and other regulatory investigations and actions, reports on his blog.
The jury found that Andrew Leslie Jacobs committed insider trading in the context of a tender offer, violating Section 14(e) of the Exchange Act. At the same time, the brothers were cleared on charges that they had violated Section 10(b), a broader insider trading statute that is not specific to tender offers, Reuters reports.
“We are gratified that the jury unanimously found that both defendants committed insider trading in the context of a tender offer,” SEC enforcement division director Andrew Ceresney said in statement issued after the verdict was announced on March 6. “The defendants were found to have violated one of the Commission’s core anti-fraud provisions that is aimed at protecting the investing public by preventing those with insider knowledge from illegally profiting from their fraudulent trading.”
The case against the brothers centered on a tender offer by French pharmaceutical company Sanofi-Aventis for Tennessee-based drug distributor Chattem Inc., Gorman notes. After an initial approach in September 2009, Sanofi expressed interest in acquiring Chattem for $85 to $90 per share. Chattem indicated that it was amenable to being purchased, but at a higher price. Within two months, the companies had retained financial advisers and legal counsel, executed confidentiality and exclusivity agreements, and begun the due diligence process, according to Gorman.
In the course of due diligence, Blair Ramey, Andrew Jacobs’ brother-in-law, attended a December 1, 2009, meeting between the senior management from each company. After the meeting, Ramey discussed Sanofi’s plan to make a tender offer for Chattem with Andrew Jacobs, stressing that he should keep the discussion confidential. On December 4, Leslie Jacobs paid $136,579.85 for 2,000 Chattem shares, which he sold after the deal announcement at a profit of $49,457.21, Gorman reports.
According to Reuters, this lawsuit is at least the eighth case that the SEC has brought alleging insider trading regarding Sanofi’s acquisition of Chattem. The court has yet to consider remedies.