Former Managing Director of Sg Cowen Securities Pleads Guilty to "Pipe" Insider Trading Scheme
ROSLYNN R. MAUSKOPF, United States Attorney for the Eastern District of New York, and JOHN A. KLOCHAN, Acting Assistant Director-in-Charge of the Federal Bureau of Investigation in New York, today announced the guilty plea of GUILLAUME POLLET, a former managing director of SG Cowen Securities Corporation ("SG Cowen"), to a felony information charging him with insider trading. SG Cowen is a wholly-owned subsidiary of Société Générale Group ("Société Générale"), an international bank headquartered in Paris, France. The information alleges that POLLET short sold the securities of HealthExtras, Inc. ("HealthExtras"), a publicly traded healthcare company, while he was in possession of material, non-public information concerning a $12 million Private Investment in Public Equity ("PIPE") transaction that was being contemplated by HealthExtras. The guilty plea was accepted by United States District Judge Sandra L. Townes, at the U. S. Courthouse in Brooklyn, New York.
The investigation resulting in POLLET's guilty plea was conducted with the assistance of the United States Securities and Exchange Commission ("SEC"). The SEC filed today a related civil complaint against POLLET, also in the United States District Court for the Eastern District of New York.
The information alleges that POLLET engaged in the insider trading scheme between August 16, 2001 and September 28, 2001, while he was employed as a Managing Director in SG Cowen's New York office. At that time, POLLET's responsibilities included investing Société Générale's proprietary funds through PIPE transactions. A PIPE transaction is a privately negotiated sale of securities by a public company to a select number of institutional and accredited investors, often at a discount to the prevailing market price. Typically, when a company issues discounted shares of stock pursuant to a PIPE, the market price declines because the value of the outstanding shares is diluted. As a result, the public disclosure of a PIPE transaction will often cause the market price of the PIPE issuer's securities to decrease significantly.
In early August 2001, POLLET obtained material, non-public information concerning the HealthExtras PIPE transaction from investment bankers employed by SG Cowen and from corporate insiders employed by HealthExtras. The information was given to POLLET as an employee of SG Cowen and as a representative of Société Générale, a potential PIPE investor. POLLET was aware that he had a duty to keep the information confidential and refrain from trading in HealthExtras' stock until the information was announced publicly. POLLET violated his obligations to SG Cowen and HealthExtras by short selling on behalf of Société Générale over $2.5 million of HealthExtras common stock prior to HealthExtras' announcement of the PIPE transaction on September 28, 2001. POLLET subsequently obtained stock to cover these short positions by causing Société Générale to purchase discounted shares through the PIPE transaction. POLLET was thus able to lock in a profit by causing Société Générale to effectively sell its HealthExtras shares on the open market before the news of the PIPE offering became public, and thus, before the market price of HealthExtras' common stock declined.
"Today's plea shows that there are criminal penalties for financial insiders who exploit their privileged positions at the expense of investors," stated United States AttorneyMAUSKOPF. "We are committed to policing a level playing field in the financial markets by prosecuting Wall Street professionals who take unlawful advantage of insider access to market-moving deal information."
POLLET faces a maximum sentence of ten years' imprisonment, three years' supervised release, a $1,000,000 fine (or twice the gross gain or loss as a result of the scheme), and an order of restitution.
The government's case is being prosecuted by Assistant United States Attorney Michael A. Asaro.
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