The former corporate secretary and director of corporate law at a global technology company headquartered in Cupertino, California, was charged today with insider trading, U.S. Attorney Craig Carpenito announced.
According to authorities, Gene Levoff, 45, of San Carlos, California, was charged by criminal complaint with one count of securities fraud. He is scheduled to make his initial appearance in Newark federal court on Feb. 20th.
According to documents filed in this case and statements made in court:
Between February 2011 and April 2016, Levoff – the top corporate attorney at “Company-1,” who also served the company’s assistant secretary and corporate secretary – engaged in a scheme to defraud the company and its shareholders. He allegedly misappropriated material, nonpublic information about Company-1’s financial results and then executed trades involving the company’s stock. The scheme allowed Levoff to realize profits of approximately $227,000 and to avoid losses of approximately $377,000.
Officials say Levoff used his position as a member/co-chairman of Company-1’s Disclosure Committee – which reviewed and discussed the company’s draft quarterly and yearly earnings materials and periodic U.S. Securities and Exchange Commission filings before they were disclosed to the public – to obtain material, nonpublic financial information. Levoff used this confidential information by buying and selling stock in Company-1 ahead of its quarterly earnings announcements, which were issued to the public via press releases. When Levoff discovered that Company-1 had posted strong revenue and net profit for a given financial quarter, he purchased large quantities of stock, which he later sold for a profit once the market reacted to the news. When Levoff learned that Company-1 had posted lower-than-anticipated revenue and net profit, he sold large quantities of Company-1 stock, avoiding significant losses.
According to authorities, Levoff was subject to Company-1’s regular quarterly “blackout periods,” which prohibited individuals who had access to material nonpublic information from engaging in trades until a certain period after the company disclosed its financial results to the public. Levoff ignored this restriction, as well as the company’s broader Insider Trading Policy – which Levoff participated in revising – and instead repeatedly executed trades based on material, nonpublic information without the company’s knowledge or authorization.
On several occasions, he executed trades within a blackout period after notifying other individuals subject to the restriction that they were prohibited from buying or selling Company-1 stock until the blackout period terminated.
For example, in July 2015, Levoff sold more than 77,000 shares of Company-1 stock in multiple accounts he controlled after he received Company-1’s draft earnings materials and draft SEC filing for the third quarter of financial year 2015 (Q3 2015) and after he participated in a Disclosure Committee meeting. By selling off his shares, Levoff avoided a loss of approximately $345,000 when Company-1 later publicly disclosed revenue and profit below what many analysts had predicted. Levoff’s trades on other occasions resulted in profits of approximately $227,000; he also avoided additional losses of approximately $32,000.
The securities fraud count carries a potential penalty of 20 years in prison and a $5 million fine.
The charge and allegations contained in the complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.