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Insider Trading: Attorney, NY Trader, Middleman Charged
April 25, 2012
The SEC on Wednesday announced it had agreed to settle a $32 million insider trading case that the Agency had filed last year against a corporate attorney and a Wall Street trader.
The Players. Matthew Kluger, the source, a lawyer who over the course of several years repeatedly stole material, nonpublic information about pending mergers and acquisitions from the computer system of his former employer, Wilson Sonsini Goodrich & Rosati, a national firm that serves as legal adviser to many companies considering strategic alternatives.
Garrett Bauer was the trader - the principal beneficiary. Bauer and Kluger were linked through a mutual friend, now identified as Kenneth Robinson. Robinson acted as a middleman to facilitate the illegal tips and trades. Robinson passed along the information and, in 2 instances, traded for himself.
SEC Findings and Allegations. In this case, insider trading allegedly occurred in advance of at least 11 mergers and acquisitions from at least December 2005 through March 2011. Each involved clients of the law firm where attorney Matthew Kluger worked.
Beginning in or around April 2006, Kluger performed searches on Wilson Sonsini' s computer network to ID documents establishing that a client of the firm was about to participate in an M&A transaction. Once he identified material, nonpublic information about the impending transactions, Kluger tipped Robinson, who passed the material, nonpublic information along to Bauer, using public telephones or prepaid disposable mobile telephones to avoid detection.
Bauer then placed trades for himself, and on behalf of, and for the benefit of, Kluger and
Robinson on the basis of the material, nonpublic information. Once the merger or acquisition was announced, Bauer sold the stock, keeping the majority of the proceeds for himself, and passed a portion of the profits, in cash, to Robinson, who distributed a share of the profits to Kluger.
In parallel criminal actions ... brought by the U.S. Attorney’s Office for the District of New Jersey, Bauer, Kluger, and Robinson have all pled guilty and are scheduled to be sentenced on 6/4/12.
Settlement Terms and Conditions. All three agreed to give up their ill-gotten gains plus interest in order to settle the SEC’s charges - approximately $31.6mn for Bauer, $516K for Kluger, $845K for Robinson.
Bauer also agreed to be barred from the industry. Kluger agreed to a permanent suspension from appearing or practicing before the SEC. as an attorney pursuant to Commission Rule of Practice 102(e). Robinson was credited with providing substantial assistance and cooperation to the SEC in the investigation.
SEC Philadelphia Staff Credits. Investigation by: Colleen Lynch, David Snyder, John Rymas - all with Market Abuse Unit in the Phila. Regional Office - and supervised by Daniel Hawke, Chief of Market Abuse Unit and Regional Director, and Elaine Greenberg, Associate Regional Director for Enforcement in the Philadelphia Regional Office. Jeffrey Boujoukos, Scott Thompson have been handling the litigation.
For further details, go to: [SEC PR 12-77, 4/25/12] and [SEC Complaint].

