The Securities and Exchange Commission has filed civil charges against a former director of Goldman Sachs and Procter & Gamble, accusing him of passing illegal tips about those companies to Raj Rajaratnam, the hedge fund manager set to go on trial next week for insider trading.
The former director, Rajat K. Gupta, is the highest-profile business executive charged by the government in its sweeping investigation into insider trading on Wall Street. As a longtime senior executive at McKinsey & Company, the most influential management consulting firm, Mr. Gupta counted as friends and associates some of the most powerful people in business. He ran McKinsey from 1994 to 2003.
In comparison, many of the defendants earlier charged with insider trading by the government were junior traders and lawyers or mid-level executives. Over the past 18 months, federal prosecutors in Manhattan have charged 46 people with insider trading; of those, 29 have pleaded guilty.
But the S.E.C.’s civil case against Mr. Gupta brings the government’s inquiry into a more rarefied air, reaching into the most elite boardrooms of corporate America.
It perhaps most acutely stings Goldman, which has had at least three run-ins with the S.E.C. over the past year. Last summer, it struck a $550 million settlement with the agency over its sale of a complex mortgage investment without admitting or denying wrongdoing. And earlier this year it canceled an opportunity for its clients to invest in Facebook because of worries that the publicity surrounding deal could violate S.E.C. rules.
The S.E.C. case ties Mr. Gupta to Mr. Rajaratnam, the Sri Lankan-born billionaire hedge fund manager at the center of the government’s insider trading inquiry. Mr. Rajaratnam, who is fighting the criminal charges brought against him, is set to go on trial next Tuesday.
Among the tips that the S.E.C. says Mr. Gupta provided to Mr. Rajaratnam was word that Warren E. Buffett would invest $5 billion in Goldman Sachs in September 2008 as the financial crisis raged. That information, the S.E.C. says, generated “illicit profits and loss avoidance of more than $17 million” for various Galleon funds.
Mr. Gupta is also accused of disclosing to Mr. Rajaratnam information about Procter & Gamble’s 2008 fourth-quarter results on the eve of their release.
The S.E.C. in its filing recounts a number of phone calls between Mr. Gupta and Mr. Rajaratnam but does not detail the content of those conversations. In the criminal case against Mr. Rajaratnam, federal prosecutors have hundreds of hours of wiretapped phone conversations. Earlier this year, federal prosecutors reportedly notified Mr. Gupta that they had intercepted conversation between him and Mr. Rajaratnam.
Gary Naftalis, a lawyer for Mr. Gupta, said that the S.E.C. allegations were “totally baseless.”
“Mr. Gupta has done nothing wrong,” he said. “There is no allegation that Mr. Gupta traded in any of these securities or shared in any profits as part of any quid pro quo.”
Gary Naftalis, a lawyer for Mr. Gupta, said that the S.E.C. allegations were “totally baseless.”
“Mr. Gupta has done nothing wrong,” he said. “There is no allegation that Mr. Gupta traded in any of these securities or shared in any profits as part of any quid pro quo.”
Mr. Gupta, he noted, lost his entire $10 million investment in a fund managed by Mr. Rajratnam during the period of the S.E.C. allegations.
Mr. Gupta, 62, served on Goldman’s board from November 2006 to May 2010. On Tuesday, he resigned from the board of P.&G., which he joined in 2007. A company spokesman said he had resigned to prevent any distraction to the P.&G. board and the business.
“Directors who violate the sanctity of board room confidences for private gain will be held to account for their illegal actions,” said Robert Khuzami, director of the S.E.C. division of enforcement.
The S.E.C.’s accusations were outlined in an order that institutes administrative and cease-and-desist proceedings against Mr. Gupta.
The order provides some detail on what Goldman’s board was told in the chaotic wake of the collapse of Lehman Brothers. At a special meeting on Sunday, Sept. 21, 2008, the board was updated on the strategic alternatives the firm was considering and the strong net revenue Goldman was seeing even with financial markets in turmoil.
The S.E.C. says that the next morning Mr. Gupta and Mr. Rajaratnam “very likely had a telephone conversation,” noting that the Galleon Tech funds bought 80,000 shares of Goldman that day.
The following Tuesday afternoon, the board held a conference call to approve Mr. Buffett’s $5 billion preferred stock investment in Goldman.
“Immediately after disconnecting from the board call, Gupta called Rajaratnam from the same line, ” the S.E.C. order says. A minute later, Galleon Tech funds bought more than more than 175,000 additional shares of Goldman just before the market closed, the agency says.
After the close, Goldman announced the investment and its shares rallied the next day.
The Galleon funds netted a profit of more than $900,000 on the Goldman shares, the S.E.C. contends.
Mr. Gupta lead McKinsey from 1994 to 2003 and left as a partner in 2007. A former colleague at McKinsey, Anil Kumar, pleaded guilty to fraud charges related to the Galleon case.
Mr. Kumar admitted receiving $1.75 million in payments from Mr. Rajaratnam after providing information from 2004 to 2009.
(Taken from the New York Times)
http://www.scribd.com/doc/49804468/S-E-C-Case-Against-Rajat-Gupta
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