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“Enforcement Action” is written by Bruce Carton, a former senior counsel in the SEC's Division of Enforcement. A “blawg pioneer” (according to The Wall Street Journal), Carton was the creator of Securities Litigation Watch, a blog that he wrote for more than three years while he was vice president of ISS' Securities Class Action Services. He is now editor of Securities Docket, an online publication that tracks securities litigation and enforcement developments on a global basis. Carton welcomes questions, comments and statements from readers on enforcement and litigation issues; he can be reached via email at BCarton@complianceweek.com.

 

November 13, 2008

Shhh! McKesson Cases Show Hazards of the “Loud Talker”

Seinfeld introduced us to the “low talker” (the woman whose almost inaudible voice led to Jerry wearing the puffy shirt (seen here) on the Today Show); the “high talker” (a man who talks with a really high-pitched voice); and even the “close talker” (seen here), the memorable character played by Judge Reinhold who invaded Jerry’s personal space.

Seinfeld seemed to exhaust the range of “talkers” but now, thanks to the SEC, we could have a new entrant: the “loud talker” supervisors at McKesson Corp. whose volume levels appear to have led to multiple insider trading cases.

The SEC filed not one but two insider trading cases today against employees of McKesson who are alleged to have separately “overheard” their supervisors discussing matters related to McKesson’s plans to acquire a company called D&K through a tender offer. Both employees allegedly then purchased shares of D&K prior to the announcement, and profited when the stock price shot from $8.50 to $14.30 per share after the deal was announced. Notably, it appears from the job descriptions of the supervisors included in the SEC’s two Litigation Releases (SEC v. Wilson; SEC v. Gallahair) that these were two different “loud talker” supervisors.

Its not clear to me what the lesson of these cases might be.  Use only low-talkers in supervisory roles, maybe?

Posted by: bcarton @ 11:40 pm

Filed under: SEC Tags:

1 Comment »

  1. Or if your corp culture isn’t one that can keep a secret then limit the number of people involved in due diligence. This could also be a by product of a cube culture where critical docs are left out on desks and not secured.

    Comment by aerialsoul — November 14, 2008 @ 3:39 am

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