Former Investment Banker Convicted At Trial For Insider Trading Scheme
Geoffrey S. Berman, the United States Attorney for the Southern District of New York, announced today that SEAN STEWART, a former senior investment banker at two different New York-based investment banks, was convicted after a seven-day trial for illegally tipping his father, Robert Stewart, with material non-public information concerning five separate corporate acquisitions before they were publicly announced. U.S. District Judge Jed S. Rakoff presided over the trial.
Manhattan U.S. Attorney Geoffrey Berman said: “From 2011 through 2014, Sean Stewart used his position of trust at two different investment banks to steal confidential information and pass it on to his father so he could make illicit profits in the stock market. As a unanimous jury found today, he abused his positions over and over again to tip his father. Today’s verdict, which comes after the Second Circuit reversed Stewart’s original conviction, shows that this Office and our law enforcement partners at the FBI will persevere to achieve justice.”
According to the allegations contained in the Superseding Indictment and evidence presented at trial:
In early 2011, SEAN STEWART, who at the time held the position of Vice President in the Healthcare Investment Banking Group of a global bank headquartered in Manhattan (“Investment Bank A”), began tipping his father, Robert Stewart, with nonpublic information about upcoming mergers and acquisitions. The first of these tips related to the acquisition of Kendle International Inc. by INC Research, LLC, which was announced publicly on May 4, 2011. SEAN STEWART represented Kendle in the confidential negotiations that led to the deal announcement. Based on inside information from SEAN STEWART, Robert Stewart purchased Kendle stock and passed the information to another individual to trade on his behalf, and earned several thousand dollars in profits after the acquisition of Kendle was publicly announced.
The second deal about which SEAN STEWART tipped Robert Stewart was the acquisition of Kinetic Concepts, Inc. (“KCI”) by Apax Partners, announced on July 13, 2011. Robert Stewart passed the inside information to another co-conspirator, Richard Cunniffe, to trade on Robert’s behalf. Robert Stewart and Cunniffe earned more than $100,000 in profits after the acquisition was publicly announced.
In the summer of 2011, SEAN STEWART learned that the Financial Industry Regulatory Authority (“FINRA”) was conducting an inquiry into suspicious trading in Kendle securities, including trading by Robert Stewart. SEAN STEWART at first falsely claimed to compliance officials at Investment Bank A that he did not recognize his father’s name on a list of individuals who traded prior to the public announcement of Kendle’s acquisition. After FINRA and compliance officials at Investment Bank A recognized the connection between SEAN STEWART and his father, SEAN STEWART told a series of lies to those compliance officials, to make it seem as if Robert Stewart had decided on his own initiative to invest in Kendle without the benefit of inside information.
In October 2011, Sean Stewart joined an investment banking advisory firm headquartered in Manhattan (“Investment Bank B”) and was later promoted to Managing Director. During his tenure with Investment Bank B, SEAN STEWART provided his father with tips concerning non-public acquisition negotiations involving three more public companies: (1) the acquisition of Gen-Probe Inc. by Hologic, Inc., announced on April 30, 2012; (2) the acquisition, by tender offer, of Lincare Holdings Inc. by Linde AG, announced on July 1, 2012; and (3) the acquisition of CareFusion Corp. by Becton, Dickinson & Co. (“Becton”), announced October 4, 2014. Investment Bank B represented Hologic in connection with its acquisition of Gen-Probe; Linde in connection with its acquisition of Lincare; and CareFusion in connection with its acquisition by Becton. As before, Robert Stewart passed the information to Cunniffe in order to place trades for the two of them.
During the course of the scheme, SEAN STEWART became aware that his father was having financial problems. Rather than loan his father money, SEAN STEWART gave his father stock tips so that his father could profit from the information that STEWART stole from Investment Bank A and Investment Bank B and their clients. In total, with respect to all five deals, Robert Stewart and Cunniffe earned profits of more than $1.1 million.
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SEAN STEWART, 38, of North Merrick, New York, was convicted of one count of conspiracy to commit securities fraud and tender offer fraud, which carries a maximum sentence of five years in prison; one count of conspiracy to commit wire fraud, which carries a maximum sentence of 20 years in prison; six counts of substantive securities fraud, and one count of substantive tender offer fraud, each of which carries a maximum sentence of 20 years in prison and a maximum fine of $5 million, or twice the gross gain or loss from the offense. The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant would be determined by the Court.
SEAN STEWART is scheduled to be sentenced before Judge Rakoff on January 29, 2020, at 4:00 p.m.
Robert Stewart pled guilty on August 12, 2015, to one count of conspiracy to commit securities fraud and tender offer fraud and was sentenced to four years’ probation, with the first year to be served in home detention, and $150,000 in forfeiture.
Richard Cunniffe pled guilty on May 12, 2015, to one count of conspiracy to commit securities fraud and tender offer fraud, one count of conspiracy to commit wire fraud, three counts of substantive securities fraud, and one count of substantive tender offer fraud, and was sentenced to one year of probation, and $900,000 in forfeiture.
Mr. Berman praised the investigative work of the Federal Bureau of Investigation and also thanked the U.S. Securities and Exchange Commission, which has brought a civil action against SEAN STEWART.
This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant United States Attorneys Richard Cooper and Samson Enzer are in charge of the prosecution.