Braden Perry Quoted in Forbes Article on Kodak Insider Trading Charges
Forbes featured Braden Perry, among other experts, in an article on the PR error that might absolve Kodak of insider trading charges.
On July 28th, the Trump administration announced it was asking Kodak to devote some of its underutilized capacity to begin the manufacture of advanced pharmaceutical ingredients. The government agreed to award Kodak with a loan of $765 million. This announcement quickly fell victim to criticism, perhaps due to the suspiciously coincidental transactions that occurred the day before.
On July 27th, Kodak stock shot up 25% to close the day at $2.62 per share. The CEO of Kodak, James Continenza, received approximately 1.75 million stock options with exercise prices ranging from $3.03 to $12. This is nearly triple the 650,000 shares he already owned. Due to the timing of these options, this caught the attention of the Securities and Exchange Commission (SEC) for possible insider trading.
At some point on July 27th, Kodak issued a press release detailing its receipt of the government loan and naturally the story was placed on Twitter. Kodak said it made a mistake by not placing an embargo on the press release, prohibiting the media from broadcasting the content until a specified time. This PR error, with regards to the options issued on July 27th, and the Regulation FD rule that the SEC put in place over two decades ago, may make it difficult to prove insider trading.
“If the reports were published via a public disclosure under Reg FD, then it may not be a violation,” says Braden Perry, a former federal enforcement attorney and CCO of a financial firm, who is presently a regulatory and government investigations attorney with Kansas City-based Kennyhertz Perry, LLC. “A public disclosure in this case is dissemination by a method or combination of methods reasonably designed to provide broad, non-exclusionary distribution.”
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