Remember how insider trading is trading on material nonpublic information? Only how it’s not? Apparently it is in England! Someone found that out today.

I know, I’m soft on insider trading but hear me out. This is actually kind of screwed up.

First, a story. I used to work in a business that raised money for companies. Often when companies needed to raise money it was to do things like stave off rapidly impending doom, and the company would come to its bankers and ask “so, um, how’s that story going to play in the market?” And you’d answer something like “I don’t know but probably shitty?” And a way to make everyone feel better was a wall-crossed deal, in which the bank calls a few big potential buyers and says “would you buy this thing? at what price?” with the goal being to get the deal mostly done without freaking out the market – or, if that failed, to cancel the deal and move on to plan B also without freaking out the market.

Now in order to do this you needed to “wall cross” the potential investors by getting them to agree not to talk about the offering, or trade in the company’s stock, until the offering became public or was abandoned. Why? Two reasons:
(1) A thing called Regulation FD makes it illegal for companies to tell some investors material things unless they either disclose it to everyone or get the investors to agree to keep it confidential and not trade on it.
(2) Also important! You did this whole wall-cross to avoid announcing your deal and freaking everybody out so they sell your stock. If you don’t get investors to agree not to trade, then they’ll probably sell your stock, so you’ve accomplished nothing except breaking the law a bit.

Now getting them to agree not to trade has a certain chicken-and-egg quality because getting a call from a bank saying “we need to lock you up on company X” is never a good sign (maybe rare exceptions). So the call would go like this:

Bank: Hello, investor. We would like to speak to you about a company but you have to agree not to trade in that company.
Investor: What company?
Bank: Well, before I tell you that, you have to agree not to trade in the company.
Investor: Umm.

There are various ways of dealing with that through compliance officers etc., but ultimately for an investor with a big position in Company X, at some point a portfolio manager has to say “okay, I’m fine with not trading that position for the next couple of days after you tell me some possibly life-altering news about Company X.” Or he could, y’know, say “no, take your possibly life-altering news elsewhere, I’m going to keep my freedom to trade Company X.” And with that freedom comes … whatever signal your phone call constituted. Rarely good.

Now a thing about insider trading in the U.S. is that it’s illegal to trade on material nonpublic information “in breach of a fiduciary duty or other relationship of trust and confidence.” It’s not just illegal to trade on material nonpublic information. What that means in this context is:
- If the PM agrees to the wall-cross, i.e. that he’ll keep the name confidential and not trade in it: if he then trades it’s probably illegal. Because he went and took on that duty of trust and confidence.
- If the PM tells the bank to buzz off and doesn’t take wall-cross: if he then trades, it’s probably fine. Probably no duty.
- If the bank just forgets to ask the PM to keep things confidential: if he trades, again, it’s probably fine.*

So in June 2009, when wall-crossed offerings for troubled companies were in vogue, a broker for a troubled company called one of its biggest shareholders and said “hey we were thinking about raising money, how would you feel about that?” And he said something to the effect of “first, I ‘feel bad, and second, don’t tell me anything nonpublic because as soon as we get off the phone I am going to remedy this being-one-of-your-biggest-shareholders situation.” And that troubled company was Punch Taverns, and that troubled shareholder was David Einhorn, and you know the rest. [UPDATE: In fact, they asked him to take a wall-cross, he said no, and they had a non-wall-crossed conversation. This seems like a silly idea for all sides! But, yeah, in that context you'd really expect everyone to not say anything material and nonpublic.]

Which is not very much, so far. Einhorn dumped about a third of his Punch stake between that phone call and the public launch of Punch’s equity offering six days later, which caused Punch’s stock price to drop by 30%, so Greenlight saved some £6mm by not waiting. The FSA concluded that this was sort of shitty, but not intentionally shitty, and so fined Greenlight and Einhorn £7.2mm. Greenlight and Einhorn thought in turn that that was sort of shitty, but not worth fighting arduously over, so case closed. Call at 4pm.

A thing to notice here is that what Greenlight did is almost certainly fine under US securities laws. If a broker called him and said “hey, we’re planning to raise capital, you in?” and he said no, hung up and traded – no problem. Probably. It’s only a problem (probably!) if he first agreed to keep the information under his hat – which is something that the company should insist on, for their own protection, but if they don’t it’s not his problem.

Under UK law that distinction doesn’t seem to apply: if you trade on inside information, you’ve committed “market abuse,” and are in trouble. It doesn’t matter if you agreed, or didn’t agree, or were or were not asked to agree, to keep it confidential or not trade on it: if it came from inside, and isn’t public, you can’t trade. [UPDATE: As Einhorn pointed out on his call about the matter, UK precedents are not so clear - in previous insider trading cases there always was a breach of a wall-cross. But the US "breach of a duty" standard does not seem to explicitly apply so, y'know, first time for everything.]

Now, if you’re me, you can sympathize with Greenlight here, and nod along as you read their statement:

The fine is for trading in advance of a decision that had not been made, and the FSA concedes we did not believe we had any inside information. We did not enter into any confidentiality agreement, we explicitly requested that we not be given confidential information, and we do not believe we were given any such information.

Or, if you want, you can not sympathize. You can go with the FSA and say:

On 9 June 2009, Einhorn was a party to a telephone conference in which it was disclosed to him by a corporate broker acting on behalf of Punch Taverns Plc that Punch was at an advanced stage of the process towards a significant equity fundraising. This was inside information and Einhorn should have appreciated this. … The FSA accepted that Einhorn’s trading was not deliberate because he did not believe that it was inside information. However, this was not a reasonable belief. Investment professionals are expected to handle inside information carefully regardless of whether they have been formally wall-crossed.

Fine, whatever, you would believe that wouldn’t you? But the US system is actually there for a reason. Imagine you’re Punch and you want to raise capital. You have good reason to think that your US shareholders would not be down with that, and would dump their shares if you announced a new capital raise. What can you do? Under US law, you can call them and ask them not to – but they can say no. Punch can’t unilaterally lock up Greenlight from trading: Greenlight has to agree to be locked up.

Under UK law, as it appears from this decision, Punch can call Greenlight, shout “hey we’re raising capital and now you know about it suckers!” into the phone, and hang up. Now Greenlight, through no fault of their own, have inside information and can’t legally trade. That would be kind of diabolical, no?

FSA fines Einhorn [FTAV]

* Hey remember how nothing you read on the internet is legal advice? That’s a good thing to remember here. Also some people run into regret around these issues.

Also, I mean, to be clear, you shouldn’t do it, and both from a compliance officer’s and, like, good citizen of the markets perspective, it’s a sketchy idea to go around trading once you’ve ambiguously received ambiguously inside information in an ambiguous context from the company or its brokers. But that doesn’t mean it’s illegal.

Comments (90)

  1. Posted by Checkout | January 25, 2012 at 1:52 PM

    I get these calls all the time, and no, this is not right:

    "A thing to notice here is that what Greenlight did is almost certainly fine under US securities laws. If a broker called him and said “hey, we’re planning to raise capital, you in?” and he said no, hung up and traded – no problem. Probably."

    Not "probably". It IS a problem. Our compliance lawyers have told me this again and again. If you know a company is going to issue stock – which inevitably means the stock price goes down – and the public does not, that is material information and you can't trade on it.

  2. Posted by Guest | January 25, 2012 at 2:04 PM

    …many companies disclose their intenentions ahead of time to use equity financing for M&A, to raise funds for growth capex, etc.

  3. Posted by Checkout | January 25, 2012 at 2:10 PM

    But that isn't the same – a vague "we'll raise funds for cap ex at some point" – isn't equivalent to "we're selling 3 million shares on Thursday". The phone calls Einhorn gets are of the "hey, we haven't put this on the tape yet, but we're selling shares and you can buy part of the block, it'll be 8%/10%/15% below close." You the PM are compromised.

  4. Posted by Guest | January 25, 2012 at 2:19 PM

    @Matt: We are watching you.

    - CFA Institute Ethics Department

  5. Posted by Tick Tock | January 25, 2012 at 2:19 PM

    After wasting 4 minutes reading this, I want to PUNCH someone and it is not David Einhorn.

  6. Posted by guest | January 25, 2012 at 2:24 PM

    STILL WANT PROOF MATTY BOY

  7. Posted by fred | January 25, 2012 at 2:36 PM

    "First, a story".

    Typically ends in STFU or GTFO.

  8. Posted by Guest | January 25, 2012 at 3:05 PM

    If you're a really big client the bank usually has these conversations with you in the woods…somewhere between Exit 4 and 8 on the NJTurnpike. But leave the EZPass in the glove compartment and use the cash lane.

  9. Posted by GoMatty! | January 25, 2012 at 3:05 PM

    Absolutely not true on the latter point if I don't have a fiduciary duty to Firm X, or a relationship that would lead them to believe that [under US regs.] If they had agreed to keep it confidential, or had a pattern of doing so, then it is a diff story.

    'We did not enter into any confidentiality agreement, we explicitly requested that we not be given confidential information, and we do not believe we were given any such information.' is a perfectly valid defense. There is no 'trust or confidence' the CEO has that the PM will not trade. Nor has PM deceived the CEO into sharing the info. Obvs.

  10. Posted by Wimpy | January 25, 2012 at 3:13 PM

    I'll gladly pay you Tuesday for a hamburger and inside information today

  11. Posted by Guest | January 25, 2012 at 3:25 PM

    I'd like to second this… when someone with a fiduciary duty gives you market-moving information, that fiduciary duty is imputed to you.

  12. Posted by guest | January 25, 2012 at 3:32 PM

    If you believe that under UK's rules, Punch can just call up a shareholder and against his will reveal to him material non-public information, thereby leaving him restricted, Einhorn still probably has an easy way to unrestrict himself. He did not agree to confidentiality. He can put out a press release: "Greenlight was approached this morning at hh:mm GMT by a broker purporting to represent Punch in connection with an equity offering." Fire away. Wait 30 seconds. Start selling.

  13. Posted by B. Malkiel | January 25, 2012 at 3:33 PM

    Checkout,

    I think this is quite the simplistic assumption of how equity offerings work. To say that simply because a company is going to raise capital that it's stock price will go down sounds like 1) it's never happened the opposite and 2) there is some kind of certainty to which way it will go. Sure there is dilution, but if there is a market for it, people want it, and it helps the company then it can certainly go up. If there isn't a market for it and nobody wants it, it was going down anyways. You would be far more correct for assuming that shares will always go down in a stock split (because unless it's a reverse, it will). You would then be ignoring the larger amount of shares that the shareholders have which would equal a similar market cap and investment value, but it certainly still dilutes.

  14. Posted by Guest | January 25, 2012 at 3:35 PM

    To whom it may concern in the CFA® Institute Ethics Dept:
    Please refer to CFA® Institute usage guidelines.

    -CFA® Bylaw and Usage Committee

  15. Posted by IgnorantBastards | January 25, 2012 at 3:40 PM

    I am not sure if u understand how markets work but u do not wait 30sec before selling in this example of urs…

  16. Posted by Guest | January 25, 2012 at 3:42 PM

    Yes, that would work well for the first 1,000 shares sold.

  17. Posted by GoodyTwoShoes | January 25, 2012 at 3:42 PM

    Just 30 secs to make sure an overzealous regulator would agree that for sure the info is now public. Definitely you give up a some of the edge, but that's the point of the regulation, isn't it?

  18. Posted by B. Malkiel | January 25, 2012 at 3:42 PM

    Guest,

    Einhorn has a fiduciary duty to his clients more so than he does the company, i.e. the definition of fiduciary duty is "loyalty and reasonable care of the assets within custody" and "the fiduciary's actions are performed for the advantage of the beneficiary". He must stay within the law though. Like Matt said though, "if someone calls, yells into the phone, were going to raise equity" and you say you're "not interested" and says explicitly "don't tell me anything non public". How are you wrong for trading? If you say "yea I'm in" or "sure lets hear some more", then you might be wrong for doing so. Matt was simply pointing out the differences in US vs. UK laws. Because in the US, Einhorn wouldn't have been fined based on what even the UK regulators acknowledged. So obviously there was no question as to how the events transpired.

  19. Posted by Guest | January 25, 2012 at 3:44 PM

    Yeah, this is why I will never be a successful manager of a global investment business. In my mind, the only reasonable response to this would be to immediately shut my UK offices, fire every UK employee and never do business in the UK again. If anyone complained, they would be politely told that if they don't like it, they should get a government that's not fucking retarded.

  20. Posted by The Truth | January 25, 2012 at 4:00 PM

    Larry Robbins for pitching this POS at every investment conference for 3 years?

  21. Posted by Bernie Madoff | January 25, 2012 at 4:02 PM

    I don't see a problem with the way Einhorn handle this situation. I would've handled the same way. Not only selling my shares (if I owned any) but also shorting the company. Of course, no tickets will be printed.

  22. Posted by Checkout | January 25, 2012 at 4:03 PM

    But the regulatory authorities don't look at that – they look at: 1. Did you get information the general public did not, 2. Can that information reasonably be assumed to move/be able to move the stock, and 3. Did you act on it.

    At least this is the way it has been interpreted for me. But our compliance guys are super-conservative. YMMV.

    The broker says (at least this is how it works with me) "We've got a mandate to sell shares for a company in the (blank) industry. If I tell you who it is, you will be over the wall. Do you want to hear more?" They don't come out and say "Hey – NetApp's doing an offering! Are you in?" They warn you.

  23. Posted by Checkout | January 25, 2012 at 4:04 PM

    Oh, and it was also instructed to me that if a broker DID tell me a name – like blurt it out before I said "don't bring me over the wall" – then I was immediately restricted, dadblammit, and had to tell compliance. That hasn't happened yet.

  24. Posted by I LOL'd in the stall | January 25, 2012 at 4:12 PM

    Punch can call Greenlight, shout “hey we’re raising capital and now you know about it suckers!” into the phone, and hang up.

  25. Posted by Simpleton | January 25, 2012 at 5:50 PM

    Why do US Regs matter (you know, given it wasn't a US-listed company). And, f you don't know UK law, perhaps you should speak to your lawyer/compliance officer/etc before trading after the call…

    Separately, why can't the conversation go like this:
    Bank: Hello, investor. We would like to speak to you about a company but you have to agree not to trade in that company.
    Investor: What company?
    Bank: Company X
    Investor: Nope, thanks
    *Phone hung up – no discussion with management about hypothetical scenarios, etc*

  26. Posted by yumms | January 25, 2012 at 7:57 PM

    David Einhorn is so fuckin attractive

  27. Posted by PunchBuggyNoPnchBk | January 25, 2012 at 8:19 PM

    In theory, I would almost rather read volumes of 1pt font magazine drug ad disclaimers than a post about US vs. UK compliance and the verbiage of insider trading, but you pulled this off really well – and without charts! Good read.

  28. Posted by Balls Mahoney | January 25, 2012 at 8:52 PM

    Because the conversation typically involves giving the investor a few details about the company on a no-name basis so they can make a fair judgment about being wall crossed or not. Ie sector, current/previous holding, general market cap, etc. Some funds have the compliance officer (or someone in similar capacity) take the name and decide whether or not to bring the respective PM over-the-wall, and some won't even consider being wall-crossed. If its a piece of shit stock they don't own, most don't care if they can't trade a sub $100mm health care company thats about to do a PIPE.

  29. Posted by Guest | January 25, 2012 at 10:39 PM

    This is a clear case of trading on material, non-public information. David crossed a legal and ethical line and it is sad he is attempting to defend his actions rather than simply apologize.

    First step over the line. The company's broker calls him and indicates that they are taking investor temperature for a potential capital raise. A clear sign of intent is that David, knowing the potential materiality of the event, requests a meeting with the company for the next day. On such short notice did he simply want to discuss the weather? No, he specifically wanted more details of the subject that was just raised to him on the phone, even though it was made clear that this information was sensitive and restricted.

    Second step over the line. As indicated section 2.6 of the complaint, the June 9 call disclosed information that was clearly restricted, that is that a significant equity issuance was coming in a week. Anyone who has spent time with David knows that he is a master of extracting information and this case was no exception…he got the information he wanted.

    ** At the point anyone on the Street would consider themselves restricted. David knew full well that using this information in any way would be a ethical and legal violation **

    Third step over the line. David knew that the equity issue would kill the stock. The company was issuing stock equivalent to 40% of its market cap in the middle of the financial crisis. But he could see that the shares were still at a near-term high, confirming beyond any doubt that he had extraordinarily sensitive information that others did not.

    Fourth step over the line. David, seeing the stock at its high and knowing that this information would kill the stock, proceeded to dump the shares. He knew full well that he was front-running the market using non-public information.

  30. Posted by dr_stonewafer | January 26, 2012 at 3:39 AM

    Matt – 1st comment, Checkout, is correct – this would be considered insider by 99% of compliance officer in the U.S. – and the 1% left used to work for MF Global. The only way to cure the problem is also suggested above – you have to put out your own press release "Greenlight was approached this morning at hh:mm GMT by a broker purporting to represent Punch in connection with an equity offering" That's the only way out, even here in these great bid ol' United States.

  31. Posted by guest | January 26, 2012 at 9:56 AM

    yeah… mostly because the guy making the call? that's what he does. he raises capital for companies in private offerings. so if he's calling, it's not to tell you he likes their logo.

  32. Posted by guest | January 26, 2012 at 10:01 AM

    try putting together a table of file-to-offer trading for the last, oh, hundred or so companies that did a follow-on, and then tell me how reliable an indicator a pending stock offering is.

  33. Posted by Derek | January 26, 2012 at 10:29 AM

    There is no meaningful difference between the UK and US laws. Under both cases, Einhorn would have been required to DISCLOSE the material non-public information before he traded on it. For example, because Punch didn't lock Einhorn up with a non-disclosure and because Einhorn explicitly stated that he did not want any non-public information, he could have disclosed the non-public information without recourse from Punch. At that point, GI or anybody else would be free to trade against the news (e.g. the stock would plunge). The issue here is that Einhorn received non-public information, did not disclose it publicly, and then traded on it. That's a 101 insider trading case – pretty cut and dry. This is exactly the same scenario that played out when Hank Paulson "accidentally" let slip that the Treasury was going to wipe out the GSE's to a group of old Goldman pals.

  34. Posted by Checkout | January 26, 2012 at 11:26 AM

    This.

  35. Posted by Guesty | January 26, 2012 at 11:59 AM

    This is why the members of the Tea Party are poverty stricken, because they don't realize the difference between making a lot of money (good!) and making a bit less (still pretty good!).

  36. Posted by Get a clue | January 26, 2012 at 1:36 PM

    1. The CEO denied point blank that an equity raise was imminent, acknowledging only that they had done some analysis in the normal course of business planning. Here's how it works Sherlock. Banker comes to your office pitching a transaction. No surprise a highly levered company is being pitched on a secondary. Big fees for the banker? You bet your fuckin ass. CEO asks his financial planning team to reverse engineer the analysis to see if unbiased analysis leads to the same conclusion.

    2. Einhorn sold only a small amount of stock, which is inconsistent with being sure a large offering is imminent. Get it?

    3. Everyone on the call were experienced market participants, and knew that if material non-public information was disclosed that they all had a duty to flag it. No one did, yet only Einhorn is being penalized even though he told everyone on the call he was going to start selling.

    So let's get this straight: either everyone on the call is crooked, in which case they should all face enforcement action, but they're not, so then it's selective enforcement against Einhorn. Or, they all knew the banker was throwing a big blob of shit at the wall hoping it would stick, in which case they're all honest, but only Einhorn is being targeted so it's a witch hunt for a prominent scalp to meet a pre-established objective of getting people to fear the FSA.

    4. Einhorn held half the number of shares required to block the issuance, yet he sold a bit anyway. He likely could have stopped the offering, or bailed in size, but he did neither.

    5. He volunteered the recording of the Punch call to the FSA. So either he believed it would exonerate him, or one of the best investors in modern history (and a legit poker player) went totally brain dead and showed the FSA his cards, not realizing he was about to expose his obvious guilt and stain a reputation built through years of meticulous research.

    Take heed – if you fuck with Einhorn you will be buried under a torrent of facts. Go back under your rock.

  37. Posted by Snooki | January 26, 2012 at 2:05 PM

    if you're a really big client, you probably aren't driving home on the NJTurnpike.

  38. Posted by Wimpy | January 26, 2012 at 2:14 PM

    Where's my hamburger?

  39. Posted by Got one | January 26, 2012 at 2:31 PM

    Temper, temper.

    The complaint states that the size and timing of the offering were made clear on the call and in fact it quotes you as asking them to pencil it out, which they did with adequate clarity.

    The amount of stock sold was enormous. Selling thirty to fifty percent of daily volume is dumping. Selling sixty to eighty as was the case here is outright panic selling.

    In clear contrast to your point about others knowing that restricted information had been communicated, the burden is only on one person and one person only…David Einhorn. If you are in receipt of material, non-public information as was the case here, you are not allowed to trade on it, regardless of what others are doing. Even if he announced to others on the call that he would sell, this in no way releases him from his obligations.

    We are waiting to be "buried under a torrent of facts," as you say, but at this point it looks like a plain vanilla insider trading violation.

  40. Posted by Simpleton | January 26, 2012 at 4:01 PM

    I understand, but I guess what I meant was that this was a seemingly long call…that involved the CEO and the banker providing information on eventualities dressed up as hypotheticals (including the amount of the raise and the timing).

    It seems clear it wasn't a – are you willing to cross the wall on Punch Taverns, yes or no?

  41. Posted by GoMatty! | January 26, 2012 at 5:11 PM

    I'm not talking about what 'compliance' would say – at many firms they will always tell you not to do ANYTHING risky. At my old firm they didn't even want to trade FX with ultra-HNW clients…like, not even spot trades.

    So, what compliance does/does not feel like approving on any given day at any given firm is obviously not a valid decision-rule. No random jr/sr compliance person gets to be the final arbiter of 'the law' anyway.

    And as DE has said, if he *had* asked his compliance officer as the FSA mentioned, there would have been no change to his selling the shares anyway.

    Your 3-point decision tree is invalid in the US as has been shown by several US SC cases, including O'Hagan. And re: Dirks, Einhorn was not a 'constructive insider' either.

    In a decision authored by Justice Powell, the Supreme Court limited tippee insider trading liability to situations that involved breaches of duty that closely resembled traditional fraud actions in state corporate law. The Court rejected the SEC's view that anyone who received non-public information from a corporate insider "inherited" the insider's legal obligation to either make the information public or abstain from trading.

  42. Posted by MrV | January 28, 2012 at 4:48 AM

    I assume Einhorns corporate broker who put him in that situation has received a big "f*ck off".

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