Risk & Compliance

Corporate Insiders Fined for 13D Disclosure Violations

The SEC charges eight with failing to update disclosures Involving “going private” transactions.
Matthew HellerMarch 13, 2015
Corporate Insiders Fined for 13D Disclosure Violations

Eight entities and individuals who were beneficial owners of shares in three companies have agreed to pay $258,750 in fines to settle charges that they failed to promptly disclose steps they had taken to take the companies private, the U.S. Securities and Exchange Commission announced Friday.

According to the SEC, the defendants, including a Malaysian manufacturer of computerized lottery systems, the Ciabattoni Living Trust, and the CEO of a Chinese apparel company, “took a series of significant steps that, when viewed together, resulted in a material change from the disclosures that each had previously made in their Schedule 13D filings.”

U.S. securities laws require beneficial owners to promptly file a Schedule 13D amendment when there is a material change in the facts previously reported by them.

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The SEC said the defendants, among other things, determined the form of the transaction to take the company private, obtained waivers from preferred shareholders, and assisted with shareholder vote projections without making the required Schedule 13D amendments.

“Investors are entitled to current and accurate information about the plans of large shareholders and company insiders,” Andrew J. Ceresney, director of the Division of Enforcement, said in a news release  “Stale, generic disclosures that simply reserve the right to engage in certain corporate transactions do not suffice when there are material changes to those plans, including actions to take a company private.”

While the penalties were not large and the three companies involved in the “going private” deals are not household names, Reuters said “the cases reflect SEC Chair Mary Jo White’s ‘broken windows’ approach to enforcing securities laws, which assumes the pursuit of relatively small cases will deter others from bigger violations.”

The “going private” deals involved International Lottery & Totalizator Systems, First Physicians Capital Group, and China’s Windrace International Co., in which Shuipan Lin, CEO of Exceed Co., had a beneficial stake.

The largest fines ($75,000 each) were levied against Berjaya Lottery Management for its role in the ILTS deal and the Ciabattoni Living Trust and its two trustees for their role in the First Physicians deal.

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