SEC Charges Three with Insider Trading On Confidential Acquisition

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 22738 / July 1, 2013

Securities and Exchange Commission v. Mack D. Murrell, et al., Civil Action No. 2:13-cv-12856 (E.D. Mich. July 1, 2013)

SEC Charges Three with Insider Trading On Confidential Acquisition Negotiations Between Rohm & Haas and Dow

On July 1, 2013, the Securities and Exchange Commission announced that it charged a former officer of The Dow Chemical Company (Dow), his long-time friend, and a broker with insider trading that generated more than $1 million in illicit profits based on confidential information ahead of Dow's acquisition of Rohm & Haas Co. (Rohm).
The SEC's complaint, filed in the U.S. District Court for the Eastern District of Michigan, charges Mack D. Murrell, of Saginaw, Michigan, David A. Teekell, of Tomball, Texas, and Charles W. Adams, of Conroe, Texas with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint also names as a relief defendant Raymond James Financial Services, Inc. (Raymond James) for the purpose of recovering illegal profits in its firm account. Teekell has agreed to settle the SEC's charges and pay approximately $1.1 million in disgorgement, prejudgment interest, and a civil penalty.
The SEC's complaint alleges that Murrell, who was the Vice President of Information Systems for Dow, obtained confidential details about the acquisition of Rohm from his then live-in girlfriend, now wife, who was the administrative assistant to Dow's Chief Financial Officer at the time. Murrell's girlfriend knew about and worked on the pending acquisition. The complaint alleges that the day after learning from his girlfriend of a special Board meeting at which the Rohm acquisition was discussed, Murrell tipped his long-time friend Teekell during a telephone call. Immediately following the telephone call, Teekell called Adams, his broker at Raymond James, and tipped him.
The complaint further alleges that the next business day after learning of the pending acquisition, Teekell and Adams began purchasing common stock and call options in Rohm. In addition to purchasing call options in his own account, Adams purchased stock in two discretionary customer accounts. Teekell's and Adams' purchases continued until the day before the acquisition announcement on July 10, 2008, when the price of Rohm stock jumped 64 percent. Teekell made an illicit profit of $534,526 and Adams and his discretionary customers made illicit profits of $107,043 through the insider trading. Raymond James made illicit profits of $373,497 when Teekell and Adams decided not to keep certain Rohm options that Adams had purchased in Teekell's account.
A call option is a security that derives its value from the underlying common stock of the issuer and gives the purchaser the right to buy the underlying stock at a specific price within a specified period of time. Typically, investors will purchase call options when they believe the price of the stock of the underlying securities is going up. Teekell and Adams invested so heavily in two series of Rohm call options on July 9, 2008 that their investments accounted for over 86 percent and 64 percent of the total options volume for these series on that day.
The complaint seeks a final judgment ordering disgorgement of ill-gotten gains together with prejudgment interest from the defendants and the relief defendant, and permanent injunctions and penalties against the defendants.
Teekell has consented, without admitting or denying the SEC's allegations, to the entry of a final judgment permanently enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Teekell has agreed to pay $534,526 in disgorgement, $105,346 in prejudgment interest, and a penalty of $534,526. The settlement is subject to court approval.
The SEC's investigation was conducted by Philadelphia Regional Office enforcement staff Kingdon Kase and Suzanne C. Abt. The SEC's litigation will be led by John V. Donnelly and G. Jeffrey Boujoukos.
The SEC appreciates the assistance of the Options Regulatory Surveillance Authority (ORSA).