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SEC Charged Fifth Third with Reg FD Violations
November 25, 2011
Fifth Third Bancorp, a regional bank, agreed to settle SEC charges that it failed to adequately notify all investors it was repurchasing certain securities. The bank agreed to a cease and desist order, after SEC noted that it had violated Regulation FD (fair disclosure) - an SEC rule that mandates public companies notify all investors of material events.
No civil penalties were assessed because the Cincinnati-based bank voluntarily provided compensation to any investors affected by the selective disclosure and cooperated with the investigation. Fifth Third did not admit or deny the allegations, the order stated.
SEC's Detailed Allegations. On 5/16/11, Fifth Third notified some investors that it planned to repurchase a series of trust preferred securities at $25 - a $1.50 discount from their trading levels at the time. The bank gave notice only to Depository Trust Company (DTC), which then notified only certain security holders the next day - 5/17.
Fifth Third did not file a notice with the SEC until 5/18, after trading volume in the company shares had spiked in response to the news. Average daily trading volume was 38,000 shares, but spiked to more than 2 million. [Reuters, 11/23/11] 
