Former Pinnacle Director Pleads Guilty To Insider Trading
Former lead director of Pinnacle Financial Partners Inc. (“Pinnacle”) and Rutherford County Attorney, James Cope, 67, of Murfreesboro, Tenn., pleaded guilty today to insider trading in connection with Pinnacle’s 2016 acquisition of Avenue Financial Holdings Inc. (“Avenue”), announced Jack Smith, Acting U.S. Attorney for the administration of this case.
“Mr. Cope abused his position of trust as a member of Pinnacle’s board of directors to make a quick profit” said Acting United States Attorney Jack Smith. “His actions undermine the investing public’s confidence in our securities markets. This office will continue to vigorously investigate and prosecute all manner of securities fraud in the Middle District of Tennessee.”
“This plea is the outcome of an aggressive investigation by the FBI and our law enforcement partners into the unfair, fraudulent and illegal activity of an individual who abused his position of trust for personal profit,” said Michael T. Gavin, Special Agent in Charge of the Memphis Division of the Federal Bureau of Investigation. “Trading on inside information undermines confidence in our financial markets, and the FBI will continue to work to detect, disrupt and dismantle these types of schemes.”
In a parallel case, the United States Securities and Exchange Commission today announced civil charges against Cope.
According to documents filed in this case and statements made in court, James Cope is a licensed attorney with more than 20 years of experience as a bank director. Pinnacle is a publicly-traded bank headquartered in Nashville, Tennessee. The defendant was a member of the Board of Directors of Pinnacle, served as Chair of the Pinnacle Board of Directors Compensation Committee, and had previously served as Lead Director for Pinnacle.
Pinnacle maintained and enforced a policy prohibiting insider trading by its employees and directors. Under Pinnacle’s “Statement of Policy on Prevention of Insider Trading,” utilization of inside information to transact personal investment decisions was expressly forbidden. Pinnacle’s policy specifically stated that “it is illegal to engage in ‘insider trading,’ which is purchasing or selling securities when one is in possession of material nonpublic information relating to those securities.”
In December 2015, executives of Pinnacle and Avenue began discussions regarding a potential acquisition of Avenue by Pinnacle. On December 1, 2015, the Executive Committee of Pinnacle’s Board of Directors, including Cope, was informed by Pinnacle’s CEO that he had reached out to executives at Avenue to express interest in a merger between Pinnacle and Avenue.
In late December 2015, Cope and other Pinnacle directors were provided certain information in advance of an upcoming Executive Committee meeting to be held on January 5, 2016. This material was not publicly available and discussed a potential acquisition of an unnamed bank. This material also discussed a potential price per share of $19.00 for the proposed acquisition.
On January 5, 2016, Pinnacle executives briefed the Executive Committee on a potential acquisition of Avenue, using the aforementioned information. Cope was present for and participated in this meeting. This meeting included discussion of the proposed Pinnacle/Avenue transaction, including discussion of financial specifics of the target acquisition price of $19.00 per share of Avenue stock. During this meeting, all of the Executive Committee members, including Cope, stated that they were in favor of Pinnacle acquiring Avenue.
On the same day, after learning the aforementioned information regarding Pinnacle’s interest and efforts to acquire Avenue, Cope purchased 6,179 shares of Avenue stock. The approximate price per share for these purchased shares was $13.81. Six days later, on January 11, 2016, he purchased another 4,000 shares of Avenue stock.
On January 29, 2016, after Pinnacle publicly announced its agreement to acquire Avenue, Avenue’s stock price rose to $19.24 per share, resulting in an unrealized profit of over $56,000 for Cope.
According to the terms of his plea agreement, Cope will serve two years of federal probation, the first nine months to be served on home confinement. Cope will also pay a fine of $55,000. Cope will be sentenced by U.S. District Judge Aleta Trauger on November 14, 2016.
Pinnacle disclosed Cope’s conduct and cooperated fully with the federal investigation. The investigation did not reveal any indication of wrong-doing by Pinnacle or any of its other board members or employees.
The case was investigated by the Federal Bureau of Investigation, with assistance from the United States Securities and Exchange Commission’s Atlanta Regional Office. The case is being prosecuted by Assistant U.S. Attorney Henry Leventis.