Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Wednesday, September 9, 2009

Married Couple Settle SEC Insider Trading Charges

The SEC filed a settled insider trading action in the United States District Court in Dallas, Texas against Jeff L. Soisson and Karen Kaye Walker. The Commission alleges that Soisson and Walker, who are married, engaged in unlawful insider trading in the securities of i2 Technologies, Inc. 

According to the complaint: on August 11, 2008, JDA Software Group, Inc. announced a merger agreement with i2 Technologies. On November 4, 2008, Walker, who was JDA's communications director, learned through her employment that JDA was not going to proceed with the merger. This information was not public at the time. Walker immediately alerted Soisson of the news and, shortly afterwards, he sold approximately 40,000 shares of i2 Technologies stock — the couple's entire stake — that they had purchased several months earlier. After JDA announced on November 5, 2008 that it was effectively not proceeding with the merger, i2 Technologies' share price declined sharply, closing that day at $10.42 compared the previous day's closing price of $14.60. By selling his i2 Technologies shares in advance of the announcement, Soisson avoided losses of $163,224.

Without admitting or denying the complaint's allegations, Soisson and Walker have agreed to settle the Commission's charges by consenting to the entry of a final judgment that: (i) permanently enjoins them from further violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder; (ii) orders them to jointly and severally pay $163,224 in disgorgement and $3,973.89 in prejudgment interest; and (iii) orders them to jointly and severally pay a civil penalty of $163,224.

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