"Washington D.C., Sept. 28, 2015 — The Securities and Exchange Commission today charged five Florida residents – including two lawyers and an accountant – with insider trading in advance of the acquisition of Pharmasset Inc. by Gilead Sciences Inc.
In a complaint filed in federal court in Newark, New Jersey, the SEC alleged that attorneys Robert L. Spallina and Donald R. Tescher and accountant Steven G. Rosen illegally traded on confidential information obtained from a mutual client who served on the board of directors of Princeton, New Jersey-based Pharmasset.
According to the complaint, during a meeting on November 8, 2011, regarding year-end personal tax and estate planning, the Pharmasset board member and his advisers, including Spallina, Tescher, and Rosen, discussed the fact that the Pharmasset board was negotiating to sell the company at a significant premium. Immediately afterward, Spallina, Tescher, and Rosen allegedly breached their duties of trust and confidence to their client by purchasing Pharmasset securities. The complaint further alleges that Spallina told Thomas J. Palermo, a financial adviser at a brokerage firm, and Brian H. Markowitz, then Spallina’s next-door neighbor, about the negotiations to sell the company and both purchased Pharmasset securities based on Spallina’s tips.
After the public announcement of the acquisition by California-based Gilead Sciences on November 21, 2011, the price of Pharmasset stock rose by 84 percent and the five defendants liquidated their holdings and allegedly reaped more than $234,000 of illegal profits.
Spallina, Tescher, Rosen, Palermo, and Markowitz collectively agreed to pay approximately $489,000 to settle the charges. The settlements are subject to court approval.
“Lawyers and accountants occupy special positions of trust and confidence and are required to protect the information entrusted to them by their clients,” said Joseph G. Sansone, Co-Chief of the SEC’s Market Abuse Unit. “It is illegal for them to steal their clients’ confidential information to trade securities for their own profit or to tip others.”
Spallina, of Parkland, Florida, agreed to return $39,156 of allegedly ill-gotten gains, plus prejudgment interest of $1,794, and pay a civil penalty of $39,156.
The other defendants each agreed to settle the charges and pay disgorgement, prejudgment interest, and civil penalties without admitting or denying the SEC’s allegations. Tescher, of Delray Beach, Florida, agreed to return $9,937, plus prejudgment interest of $690, and pay a $9,937 penalty. Rosen, of Coral Springs, Florida, agreed to return $27,634, plus prejudgment interest of $1,991, and pay a $27,634 penalty.
Palermo, of Parkland, Florida, agreed to return $124,528, plus prejudgment interest of $14,067, and pay a $124,528 penalty, and Markowitz, of Pompano Beach, Florida, agreed to return $32,931, plus prejudgment interest of $2,640, and pay a $32,931 penalty.
The SEC’s investigation was conducted by Paul T. Chryssikos and Scott A. Thompson of the Enforcement Division’s Market Abuse Unit and the Philadelphia Regional Office with assistance from John Rymas in the unit’s Analysis and Detection Center and Christopher R. Kelly of the Philadelphia Regional Office. The SEC appreciates the assistance of the Options Regulatory Surveillance Authority. "
"This is an insider trading case that arose when two lawyers and an accountant
misappropriated confidential information from a mutual client concerning the impending
acquisition of the pharmaceuticals company Pharmasset, Inc. (“Pharmasset”) by trading Pharmasset securities in advance of the public announcement of the acquisition on November 21,
In addition to trading in his own account, one of the lawyers tipped two close friends, a
securities industry professional and another experienced securities trader, who both also profited
by trading Pharmasset securities. The five defendants collectively realized a total of
approximately $234,186 in illegal profits through their insider trading.
2. On November 8, 2011, less than two weeks before the November 21, 2011 public
announcement that Gilead Sciences, Inc. (“Gilead”) would acquire Pharmasset, a member of
Pharmasset’s board of directors (“Board Member”) met with his personal legal, tax, and financial
advisers, including Spallina, Tescher, and Rosen, to discuss end-of-year tax and estate planning
matters (the “November 8, 2011 Meeting”).
3. During the November 8, 2011 Meeting, the group in attendance – including
Spallina, Tescher, Rosen, and Board Member – discussed the fact that Pharmasset’s board of
directors was secretly negotiating to sell the company at a price per share significantly higher
than the then-current price of Pharmasset stock. This information was confidential and
nonpublic and was discussed for the sole purpose of providing Board Member with legal, tax,
and financial advice.
4. Shortly after the November 8, 2011 Meeting ended, in breach of their respective
fiduciary or other duties of trust or confidence owed to Board Member, Spallina, Rosen, and
Tescher purchased Pharmasset securities based on the material, nonpublic information regarding
the sale of Pharmasset that they learned at the meeting.
5. In addition, Spallina also tipped this information to two close friends – Palermo, a
securities industry professional employed by a registered broker-dealer (“Brokerage Firm”), and
Markowitz, an experienced securities trader. "
Full SEC Complaint against Robert Spallina and Tescher