FULL TEXT SEC Complaint and DOJ Indictment of Sandeep Aggarwal On BrokeAndBroker.com

July 30, 2013

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The United States Department of Justice Press Release about its Indictment of Aggarwal appears in full text below (the SEC's release immediately follows):

Manhattan U.S. Attorney And FBI Assistant Director-In-Charge Announce Insider Trading Charges Against Former Equity Research Analyst


Tuesday, July 30, 2013

Preet Bharara, the United States Attorney for the Southern District of New York, and George Venizelos, the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation ("FBI"), today announced conspiracy charges against SANDEEP AGGARWAL, a former equity research analyst for a financial services firm located in San Francisco, California ("the Firm"), for his alleged involvement in an insider trading scheme. As alleged, AGGARWAL provided material, nonpublic information ("Inside Information") concerning a strategic partnership in internet search and advertising between Microsoft Corporation ("Microsoft") and Yahoo! Inc. ("Yahoo") (the "Partnership") to at least two different hedge funds. AGGARWAL was arrested yesterday in San Jose, California, and will be presented today in federal district court in the Northern District of California.

Manhattan U.S. Attorney Preet Bharara said: "As alleged, Sandeep Aggarwal leveraged his contacts in the technology industry to obtain an illegal edge in the form of inside information about a highly anticipated development, and then lied about his criminal conduct. With his arrest today, we continue our work to investigate and prosecute privileged professionals who think the laws requiring honesty and fair play do not apply to them."

FBI Assistant Director-in-Charge George Venizelos said: "Like many others before him, Sandeep Aggarwal allegedly broke the law and provided material non-public information on a Microsoft-Yahoo deal. When questioned by his employer about the source of the information, he lied. Yesterday's arrest is the latest step in the FBI's long-running investigation into insider trading in the hedge fund industry."

In a separate action, the U.S. Securities and Exchange Commission ("SEC") announced civil charges against AGGARWAL.

According to the Complaint unsealed today in Manhattan federal court:

On the evening of July 9, 2009, AGGARWAL learned from a friend who was an employee of Microsoft that discussions about the Partnership had recommenced and that a transaction was likely within the next few weeks. The next day, AGGARWAL provided information about the Partnership to at least two different hedge funds, including to Richard Lee, then a portfolio manager at SAC Capital Advisors LP. On July 10, 2009, AGGARWAL told Lee, in substance, that he had heard from a source - whom AGGARWAL described as "a senior guy at Microsoft" - that (a) senior Yahoo executives had been meeting with senior Microsoft executives at Microsoft's offices; (b) senior Microsoft executives were making requests for information that suggested to the sources that a deal was likely to be completed soon; (c) the success of Microsoft's Bing search engine had caused Yahoo to move closer to Microsoft's offer; and (d) it was likely that the deal could be announced within the next two weeks. Thereafter, Lee's hedge fund purchased several hundred thousand shares of Yahoo stock, and Lee purchased 25,000 shares of Yahoo stock in his personal account.

The complaint further alleges that, when the Firm's management questioned AGGARWAL on July 10, 2009 about the information he was providing to hedge funds concerning the Partnership, AGGARWAL falsely denied having any Inside Information and claimed that his source was a person who had been retired from Microsoft for two years.

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AGGARWAL, 40, of Gurgon, India, is charged with one count of conspiracy to commit securities fraud, and one count of conspiracy to commit wire fraud. The conspiracy to commit securities fraud count carries a maximum sentence of five years in prison and a fine of the greater of $250,000, or twice the gross gain or loss from the offense. The conspiracy to commit wire fraud count carries a maximum sentence of 20 years in prison and a fine of the greater of $250,000, or twice the gross gain or loss from the offense.

Richard Lee pled guilty on July 23, 2013 to a criminal Information charging him with one count of conspiracy and one count of securities fraud in connection with insider trading between April 2009 through 2010, while he was employed by SAC Capital Advisors LP.

Mr. Bharara praised the investigative work of the FBI. He also thanked the U.S. Securities and Exchange Commission. He also noted that the investigation is continuing.

This case was brought in coordination with President Barack Obama's Financial Fraud Enforcement Task Force, on which U.S. Attorney Bharara serves as a Co-Chair of the Securities and Commodities Fraud Working Group. The task force was established to wage an aggressive, coordinated and proactive effort to investigate and prosecute financial crimes. With more than 20 federal agencies, 94 U.S. attorneys' offices and state and local partners, it is the broadest coalition of law enforcement, investigatory and regulatory agencies ever assembled to combat fraud. Since its formation, the task force has made great strides in facilitating increased investigation and prosecution of financial crimes; enhancing coordination and cooperation among federal, state and local authorities; addressing discrimination in the lending and financial markets and conducting outreach to the public, victims, financial institutions and other organizations. Over the past three fiscal years, the Justice Department has filed nearly 10,000 financial fraud cases against nearly 15,000 defendants including more than 2,900 mortgage fraud defendants. For more information on the task force, please visit www.StopFraud.gov.

The case is being handled by the Office's Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys John J. O'Donnell and Arlo Devlin-Brown are in charge of the prosecution.

The charges contained in the Complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.

The SEC's Press Release about its Complaint against Aggarwal appears in full-text below:

SEC Charges Tipper of Confidential Information to S.A.C. Capital Portfolio Manager


2013-137 Washington D.C., July 30, 2013 - The Securities and Exchange Commission today charged the tipper of confidential information to a S.A.C. Capital portfolio manager who has been charged with insider trading.

The SEC today amended its complaint against Richard Lee, who was charged last week, to additionally charge Sandeep Aggarwal, a sell-side analyst who tipped Lee in advance of a July 2009 public announcement about an Internet search engine partnership between Microsoft and Yahoo.  Lee purchased large amounts of Yahoo stock in the S.A.C. Capital hedge fund that he managed as well as in his personal trading account on the basis of the inside information.

In a parallel action, the U.S. Attorney's Office for the Southern District of New York today announced criminal charges against Aggarwal, who lives in India but recently returned to the U.S.

"Rather than rely on legitimate research methods, Aggarwal obtained confidential information from a close friend at Microsoft and passed it along to Lee knowing that he would likely trade on it," said Sanjay Wadhwa, Senior Associate Director of the SEC's New York Regional Office.  "As a sell-side analyst, Aggarwal knew the rules and yet he broke them, which is why he joins the growing ranks of those held accountable by the SEC for insider trading."

The SEC alleges that Aggarwal learned confidential details about the significant progress of the Microsoft-Yahoo negotiations from his close friend at Microsoft on July 9, 2009, and he tipped Lee with the information during a telephone call the following day.  When the information was reported in the media almost a week later, Yahoo's stock price rose approximately 4 percent.  S.A.C. Capital and Lee reaped substantial profits from the Yahoo shares that he purchased after speaking to Aggarwal.

According to the SEC's amended complaint filed in federal court in Manhattan, Aggarwal covered both Microsoft and Yahoo for his research firm and regularly received periodic updates from his inside source at Microsoft.  Upon learning that Microsoft and Yahoo were potentially within two weeks of finalizing a deal, Aggarwal shared very specific details with Lee.  Aggarwal assured him that the information came from a close friend at Microsoft who was reliable and accurate.

The SEC's amended complaint charges Aggarwal and Lee with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.  The amended complaint seeks a final judgment ordering Aggarwal and Lee to pay disgorgement of ill-gotten gains plus prejudgment interest and financial penalties, and permanently enjoining them from future violations of these provisions of the federal securities laws.

The SEC's investigation, which is continuing, has been conducted by Thomas Smith, Michael Holland, and Joseph Sansone of the Enforcement Division's Market Abuse Unit in New York as well as Melissa Coppola and Jordan Baker in the New York Regional Office.  The team was assisted at various points during the investigation by Timothy Casey of the New York Regional Office, Patrick McCluskey and Kay Lee of the Market Abuse Unit in Philadelphia, and Daniel Koster of the Philadelphia Regional Office.  The case has been supervised by Sanjay Wadhwa.  The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation.