Categories
Blog

Panuwat-Shadow Insider Trading and Compliance

Karen Woody is one of the country’s top legal experts on the intricacies of insider trading laws. I recently had the chance to visit with her about a significant case which pushed the boundaries of the case law on this topic. It is the case brought by the SEC against Matthew Panuwat over shadow inside trading, which ended in a conviction against Panuwat. In addition to being a significant new step by the SEC, it  highlighted the need for organizations to navigate the ethical and practical considerations surrounding insider trading.

Panuwat, was a former senior director of business development at Medivation, an oncology-focused biopharmaceutical company. He was accused of using confidential information about Pfizer Inc.’s impending acquisition of Medivation to trade ahead of the news for personal gain. Instead of buying securities of Medivation, Panuwat purchased short-term, out-of-the-money call options of another comparable public company, Incyte Corporation, which he knew from his position at Medivation was ‘in play’.

The lessons from this case highlight the importance of stringent internal controls and policies to prevent insider trading and the misuse of material nonpublic information. It also underscored the need for companies to ensure that employees understand their legal and ethical responsibilities when handling sensitive information.

Woody emphasized the importance of understanding the restrictions imposed by insider trading laws, emphasizing that employees who have access to privileged information about their company cannot trade based on that knowledge. This fundamental principle serves as the cornerstone of insider trading regulations. She further explained the complexities surrounding the enforcement of such laws, pointing out the gray areas that often exist within the legal framework.

Woody laid out several key areas for consideration. The first was for companies to implement 10(b)(5)(1) Plans. Here Woody suggested the use of 10(b)(5)(1)  plans to regulate insider trading practices effectively. These plans dictate when and how company employees can trade stocks based on privileged information. Expanding this traditional mechanism for greater scope could help reduce the windows for legal insider trading and thereby minimize the risk of legal issues arising from insider trading activities. She stressed the importance of restricting employee trading to curb shadow trading and advocates for clear controls over business activities involving sensitive information to prevent breaches and violations.

Next is a more industry-wide prohibition of information. Through the implementation of an industry-wide prohibition on trading to prevent the misuse of inside information. The key is the non-public aspect of this information that someone in Company A can pick up or discern about Company B. By expanding ban regulations and limiting trading windows based on potential insider information, the aim is to enhance fairness and transparency in trading practices.

A third area is around the ‘gray areas’ present in current insider trading laws. By examining and refining existing regulations, the goal is to create a more robust legal framework that ensures compliance and integrity in financial markets. Insider trading laws are constantly evolving, making it crucial for businesses to stay up-to-date with the latest regulations. Regularly updating Insider Trading Policies ensures that employees are aware of their responsibilities and the consequences of engaging in insider trading. It also demonstrates a commitment to ethical behavior and compliance with the law.

It is important for both companies and employees to understand what constitutes material non-public information and the legal implications of trading on such information. Employees should be educated on the types of information that are considered material and the consequences of using it for personal gain. By keeping Insider Trading Policies current and relevant, businesses can better protect themselves from legal repercussions and reputational damage associated with insider trading incidents. It also helps in fostering a culture of integrity and accountability within the organization.

Your company should establish clear guidelines for reporting and investigating suspected cases of insider trading. Having a robust compliance program in place, including regular audits and monitoring, can help prevent and detect insider trading activities. It is also essential to ensure that employees are aware of their obligations under insider trading laws and the importance of upholding ethical standards in their conduct.

Woody highlighted the critical role that ethics and character play in decision-making, especially when dealing with privileged information. She underscores the ethical risks associated with insider trading, which involves breaching confidentiality and using non-public information for personal gain, thus posing a threat to the fairness of financial markets.

Preventing insider trading starts with creating a culture of transparency and ethical behavior within the organization. Encouraging employees to report any suspicious activities and providing clear guidelines on what constitutes insider trading are essential steps. Implementing regular training sessions on insider trading laws and consequences can also help raise awareness among employees.

The Panuwat case sheds light on how balancing legal versus illegal trading practices and defining material non-public information can be a challenging task. As Karen Woody aptly emphasizes, maintaining a strong ethical compass and upholding fiduciary duties are paramount in navigating the intricacies of insider trading laws.

Categories
Sunday Book Review

Sunday Book Review: April 21, 2024 Books on Bribery Edition

In the Sunday Book Review, Tom Fox considers books that would interest the compliance professional, the business executive, or anyone who might be curious.

It could be books about business, compliance, history, leadership, current events, or anything else that might interest me.

In today’s edition of the Sunday Book Review, we look at some of the top books on compliance you should read in 2024.

  • Fool Me Once by Kelly Richmond Pope
  • Kickback-Exposing the Global Corporate Bribery Network by David Montero
  • Guilty Admissions by Nicole LaPorte
  • Barons by Austin Frerick

For more information on Ethico and a free White Paper on ROI for your compliance program, click here.

Categories
10 For 10

10 For 10: Top Compliance Stories For The Week Ending April 20, 2024

Welcome to 10 For 10, the podcast that brings you the week’s top 10 compliance stories in one podcast each week. Tom Fox, the Voice of Compliance, brings to you, the compliance professional, the compliance stories you need to be aware of to end your busy week. Sit back, and in 10 minutes, hear about the stories every compliance professional should be aware of from the prior week.

Every Saturday, 10 For 10 highlights the most important news, insights, and analysis for compliance professionals, all curated by the Voice of Compliance, Tom Fox. Get your weekly filling of compliance stories with 10 for 10, a podcast produced by the Compliance Podcast Network.

1. Menendez defense: My wife did it.  (ABC)

2. Rethinking how your company handles cyber-risk. (FT)

3. The story of the jailed crypto officer. (NYT)

4. Jontay Porter was banned for life by the NBA for gambling on games.  (ESPN)

5. More Boeing whistleblowers step forward. (WSJ)

6. Nigeria recovers $27 million in a corruption probe. (Barron’s)

7. The EU urged China to take on Chinese forced labor. (WSJ)

8. DOJ Whistleblower program rolled out. (WSJ)

9. Silence and omission are not securities fraud.  (Reuters)

10. Venezuela arrests more PdVSA execs. (Bloomberg)

For more information on the Ethico ROI Calculator and a free White Paper on the ROI of Compliance, click here.

You can check out the Daily Compliance News for four curated compliance and ethics related stories each day, here.

Connect with Tom 

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
Kerrville Weekly News Roundup

Kerrville Weekly News Roundup: April 20, 2024

Welcome to the Kerrville Weekly News Roundup. Each week, veteran podcaster Tom Fox and his colleagues Andrew Gay and Gilbert Paiz get together to go over a couple of their favorite stories from the past week from Kerrville and the greater Hill Country.

Sit back, enjoy a cup of morning coffee and listen in to get a wrap up of the Kerrville Weekly News. We each consider two of our favorite stories and talk about the upcoming weekend’s events, which will enjoy or participate in.

In this episode, Tom takes a solo turn to look at some of the things that caught their collective attention over the past week.

  • A couple paints the town.
  • Upcoming election and free voter guide.
  • Texas foster care found in contempt.
  • More rabies were found in Kerr County.
  • Two great shows coming to Kerrville-Brigadoon and Queen.

Resources:

Tom Fox on LinkedIn

Gilbert Paiz on LinkedIn

Andrew Gay on LinkedIn

Texas Hill Country Podcast Network

The Lead

Kerrville Daily Times

Categories
Because That's What Heroes Do

Because That’s What Heroes Do: Deep Space 9 – Emissary

Get ready for an exciting new season of Because That’s What Heroes Do. In this season, they take a deep dive into their favorite 15 episodes of Deep Space 9.

In this exploration, they are joined by DS9 maven Alex Murphy, who lives in Montreal, Quebec, where he’s been a cook, baker, and general kitchen grunt for twenty-some odd years. Off duty, he is a local historian, cinema, and TV fan with a love for weird foreign films, all things horror, and obscure media. He has been watching Trek since he was a tiny punk, and it’s been a lifelong love.

Don’t miss out on the exciting new season of Because That’s What Heroes Do! They begin their exploration of DS9 with a review of the series opening premier, Emissary.

The Star Trek: Deep Space Nine pilot episode, “Emissary,” serves as a compelling entry point into the series, featuring intricate relationships, spiritual themes, and a blend of science fiction and real-world elements.

Megan Dougherty, Tom Fox, and Murphy each offer their unique perspectives on the episode, based on their own experiences and backgrounds. Dougherty views the concept of the emissary as a fascinating blend of science fiction and spirituality, where she finds the reluctance of character Sisko to embrace his role as the emissary intriguing and ironical.

Fox, on the other hand, sees “Emissary” as a successful continuation of The Next Generation’s midseason, appreciating the focus on Sisko’s character development and the strategic transition from the previous series to Deep Space Nine.

Murphy shares Fox’s sentiment, recognizing the fluid storytelling and Sisko’s growth, along with the spiritual aspect and portrayal of the emissary.

Through their unique perspectives, Dougherty, Fox, and Murphy underscore the captivating complexity of Star Trek’s “Emissary.”

Highlights:

  • Deep Space Nine’s Emissary—the Pilot Episode
  • Catalytic Confrontation: Picard and Sisko’s Evolution
  • Prophetic Journey: Sisko’s Spiritual Awakening
  • Bajor’s Economic Boon: The Stable Wormhole
  • Cultural Contrasts Between Bajorans and Cardassians
  • Father-Son Relationship Development in DS9

 Resources:

Megan Dougherty 

LinkedIn

One Stone Creative

Twitter

Tom 

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
Compliance Tip of the Day

Compliance Tip of the Day: Monitor Selection, Is it Still a Thing

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements.

Whether you’re a seasoned compliance professional or just starting your journey, our aim is to provide you with bite-sized, actionable tips to help you stay on top of your compliance game.

Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law.

Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

In this episode, we ask the question of whether monitor selection is still something an organization needs to consider.

For more information on the Ethico ROI Calculator and a free White Paper on the ROI of Compliance, click here.

Categories
Daily Compliance News

Daily Compliance News: April 19, 2024 – The Thrown Under The Bus Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen to the Daily Compliance News—all from the Compliance Podcast Network. Each day, we consider four stories from the business world: compliance, ethics, risk management, leadership, or general interest for the compliance professional.

  • Menendez’s defense: My wife did it.  (ABC)
  • Rethinking how your company handles cyber risk. (FT)
  • The story of the jailed crypto officer. (NYT)
  • Police bust a global cyber-fraud gang. (BBC)

Click here for more information on the Ethico ROI Calculator and a free White Paper on the ROI of Compliance.

Categories
TechLaw10

TechLaw10: Eric Sinrod & Jonathan Armstrong on Data Transfer & Data Protection Framework

In this edition of TechLaw10, Jonathan Armstrong talks to Attorney and Professor Eric Sinrod from his home in California. They look at the proposed new Data Protection Framework and its chances of success. Will the new scheme make transferring data from the EU to the US easier? And will the UK adopt a similar scheme?

Jonathan looks at the history of the prior Safe Harbor and Privacy Shield schemes and the challenges Max Schrems brought.

Jonathan examines the likely areas of contention in the new scheme, including the proposed new court and whether it might stand up to a challenge. He also considers likely timeframes and practical tips for businesses.

Eric examines the changes made by the Biden administration and whether they might be meaningful. He also examines the concerns expressed by Schrems and NOYB and whether they are well-founded. What will happen if the new US regime seeks to limit class actions and legal representation?

You can listen to earlier TechLaw10 audio podcasts with Eric and Jonathan at https://www.duanemorris.com/site/techlaw10.html

Connect with the Compliance Podcast Network at:

LinkedIn: https://www.linkedin.com/company/compliance-podcast-network/
Facebook: https://www.facebook.com/compliancepodcastnetwork/
YouTube: https://www.youtube.com/@CompliancePodcastNetwork
Twitter: https://twitter.com/tfoxlaw
Instagram: https://www.instagram.com/voiceofcompliance/
Website: https://compliancepodcastnetwork.net/

Categories
Blog

The NBA, Data Driven Compliance and Jontay Porter

One of the best examples I have recently seen of the power of data-driven compliance is playing out in real-time in the NBA. It is the Jontay Porter betting scandal. This event drove home why transparency and robust data analytics can help identify illegal acts in real time, moving compliance from detective to proactive.

Background

The background to the story is both sad and tragic. As reported by ESPN, betting sites grew suspicious when a large amount of money was made on prop bets for Porter. The bets were: “In the game on Jan. 26 against the LA Clippers, there was increased betting interest on the under for Porter props, which for the night were set at around 5.5 points, 4.5 rebounds, and 1.5 assists. There was also an over/under for Porter’s made 3-pointers, which was 0.5.”

Additionally, “At least one other U.S. sportsbook detected unusual betting interest on the game’s Porter props. A sportsbook industry source told ESPN that multiple betting accounts attempted to bet large amounts, upward of $10,000 and $20,000, on Porter under in the January game against the Clippers. Betting limits on NBA player props vary by sportsbook and customer but are typically around $1,000 to $2,000.

The second part of the suspicious transaction was that in that game itself, “Porter played just four minutes before leaving the game because of what the Raptors said was an aggravation of an eye injury he had suffered four days earlier against the Memphis Grizzlies. Porter did not score against the Clippers but had three rebounds and one assist, and he did not attempt a 3, meaning the under-hit on all of the props.” According to the Draft Kings, the under on Porter’s 3-pointers was the biggest money winner for bettors of any NBA player props from games that evening.

A second set of anomalous information came in on March 20. In a game on that night, “Porter played just three minutes before exiting because of what the Raptors said was an illness and did not return. He did not score after attempting one shot and had two rebounds.

Sportsbooks had his over/under set at around 7.5 points and 5.5 rebounds. The next day, DraftKings Sportsbook reported in a media release that Porter’s prop bets were the No. 1 moneymaker from the night in the NBA.”

Anomalous Data

Another ESPN article reported that “the NBA’s investigation found that Porter revealed information about his health to a known sports bettor ahead of a March 20 game against the Sacramento Kings. According to the NBA, another bettor who was privy to the information placed a $80,000 same-game parlay bet featured under Porter’s statistics and would win $1.1 million. Porter played for three minutes before leaving the game with an illness. The bet, which was placed at DraftKings, was not paid.” This is in addition to multiple Sportsbooks that “reported a spike in betting interest on the under on several of Porter’s statistics ahead of a Jan. 26 game against the Los Angeles Clippers.”

Finally, and most damningly, Porter was also betting on NBA games. “The league investigation revealed Porter placed at least 13 bets on NBA games using an associate’s online betting account. According to the league, the bets ranged from $15 to $22,000, totaling $54,094. The NBA said the total payout from those bets was $76,059, with net winnings of $21,965. None of the bets involved any in which Porter played. Three bets were parlays, including one that included a bet on the Raptors to lose. All three bets lost, according to the NBA.”

 Lessons for Compliance

  1. Transparency

There are several key lessons for compliance in this sordid tale. The first is around transparency. It is not about the legalization of gambling; gambling on NBA games has always occurred. It is about the oversight that legalization has brought about. In other words, gambling has moved out of the shadows and into the light of day. There is increased regulatory oversight and reporting. The NBA itself noted that “it was alerted to the suspicious activity by licensed sportsbooks and an organization that monitors legal betting markets. Las Vegas firm U.S. Integrity, which works with sportsbooks, leagues, and state gaming regulators, monitored Porter’s abnormalities and said it is “proud to continue to support the NBA in initiatives relating to regulated sports betting.”

The legalization of gambling has increased the amount of money involved. However, having that much money means more oversight and better processes for determining anomalous patterns. Why? Because it is a business for these Sportsbooks and sites like Draft Kings. Not only is it a business, but its customers must have faith that the games are not crooked, which is exactly what the NBA demands.

  1. Data Analytics

The second, equally important lesson is about data analytics. Data analytics did not determine that Porter had illegally revealed information about his health. Data analytics determined an unusual pattern of betting on small bets on a minor player, all in a very big way. In other words, the data identified anomalies that could be further investigated. Every data analytics program should crunch massive GTE spending, marketing spending, charitable donations, third-party spending, and any other place funds could be generated to determine if a pot of money is needed to fund a bribe.

Moreover, once your data program is set up, you can monitor these areas in real-time. This will allow you to spot any unwarranted trends and patterns. Based on the investigation, you can suspend the activities. If further action is necessary, you can then take it. But it all begins with data analytics.

  1. Consequence Management

We now move to the tragic part of this story. As a direct consequence of his actions, Jontay Porter has been banned from playing in the NBA for life. For the compliance professional, the lesson is that the Department of Justice demands swift action, including termination and clawbacks for executives who are part of a bribery or corruption scheme.

Categories
Daily Compliance News

Daily Compliance News: April 18, 2024 – The Banned for Life Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee and listen to the Daily Compliance News. All from the Compliance Podcast Network.

Each day, we consider four stories from the business world: compliance, ethics, risk management, leadership, or general interest for the compliance professional.

In today’s edition of Daily Compliance News:

  • Jontay Porter was banned for life by the NBA for gambling on games.  (ESPN)
  • More Boeing whistleblowers step forward. (WSJ)
  • The EU urged China to take on Chinese forced labor. (WSJ)
  • DOJ Whistleblower program rolled out. (WSJ)

For more information on the Ethico ROI Calculator and a free White Paper on the ROI of Compliance, click here.