February 6, 2014

Ex-SAC Fund Manager Martoma Found Guilty in Insider Trading Case

SAC Capital headquarters in Stamford, Conn. (Photo: AP) SAC Capital headquarters in Stamford, Conn. (Photo: AP)

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Former SAC Capital Advisors LP fund manager Mathew Martoma was found guilty in the most lucrative insider-trading scheme ever as federal prosecutors racked up a seventh conviction in their six-year probe of the hedge fund and its billionaire founder, Steven A. Cohen.

Jurors in Manhattan federal court found Martoma, 39, used secret tips on clinical trials of an Alzheimer’s disease drug to trade Wyeth and Elan Corp. shares. In doing so, he reaped a $275 million benefit for the hedge fund. Martoma chose to risk a trial after rejecting U.S. offers of a deal for cooperation. He faces as long as 20 years in prison on the most serious counts.

Martoma’s conviction “is a major win for the government,” said Anthony Sabino, a law professor at St. John’s University in New York, in an interview. “It may embolden them to go after Cohen.”

The jury reached the guilty verdict after less than three days of deliberations. The conviction follows a similar verdict against SAC Capital fund manager Michael Steinberg, who was convicted in December of a different scheme at the hedge fund. He hasn’t been sentenced and may yet seek to strike a deal with the U.S.

Harvard Expulsion

Martoma’s conviction raises the possibility that he also may seek to cooperate against Cohen in exchange for leniency, said Sabino. The disclosure, at the start of the trial, of Martoma’s expulsion from Harvard Law School for creating a phony transcript may lead prosecutors to reject such a deal, given the possible damage to his credibility as a witness.

Martoma was allowed to remain free on bail until sentencing.

“We are very disappointed,” Martoma’s lawyer, Richard Strassberg, said through his spokesman Lou Colasuonno, who added “we are planning our appeal.”

In the Martoma case, prosecutors claimed SAC Capital reversed a bullish stance on Wyeth and Elan in July 2008, selling a $700 million position days after Martoma learned the disappointing trial results for the drug, bapineuzumab, and shared a 20-minute phone call with Cohen.

Cohen, 57, who denies wrongdoing, hasn’t been charged with a crime. He faces an administrative proceeding before the U.S. Securities and Exchange Commission claiming he failed to properly supervise trading at his firm.

Plea Deal

In November, SAC Capital agreed to plead guilty to securities fraud in a landmark prosecution of the financial company. The hedge fund agreed to end its investment advisory business and pay $1.8 billion. The plea deal must be approved by a judge before it can take effect.

Cohen plans to rename SAC Capital and add a layer of management to oversee traders as the hedge fund becomes a family office, a person familiar with the firm said.

The Stamford, Connecticut-based company, which will manage about $9 billion for Cohen in addition to employee money, will have three trading units after the restructuring, said the person, who asked not to be identified because the firm is private. The changes are expected to take place by mid-March.

Bharara’s office has filed insider-trading charges against 83 people and four entities -- all of them units of SAC Capital -- in its investigation of fund managers, company insiders and expert-networking firms.

Guilty Pleas

Including Martoma, prosecutors have won 79 convictions, mostly through guilty pleas. No one charged in the probe has been acquitted of insider-trading. Cohen, who didn’t testify at Martoma’s trial, was frequently mentioned during more than three weeks of testimony.

“As the jury unanimously found, Mathew Martoma cultivated and purchased the confidence of doctors with secret knowledge of an experimental Alzheimer’s drug, and used it to engage in illegal insider trading,” Manhattan U.S. Attorney Preet Bharara said in a statement. “Martoma bought the answer sheet before the exam -– more than once -- netting a quarter-billion dollars in profits and losses avoided for SAC, as well as a $9 million bonus for him. In the short run, cheating may have been profitable for Martoma, but in the end, it made him a convicted felon.”

SAC Capital declined to comment on the verdict through its spokesman Jonathan Gasthalter at Sard Verbinnen & Co.

Some jurors declined to comment after the verdict. “I don’t want to talk to you,” said Adrian Truini of Manhattan. Thomas Drysdale, a juror from Manhattan, said “out of the sanctity and respect for my colleagues on the jury, I’m not going to comment on our deliberations.”

Public Information

Martoma was indicted in December 2012 on two counts of securities fraud and one count of conspiracy. His lawyers claimed information he obtained about the Alzheimer’s drug was publicly available. They argued that Cohen made the decision to trade Elan and Wyeth shares for reasons unconnected to Martoma.

During the testimony of Chandler Bocklage, who was an SAC Capital research trader described as Cohen’s “right-hand man,” U.S. District Judge Paul Gardephe warned a lawyer for Martoma not to inquire too closely about Cohen’s trading style, saying it could lead to a broader examination of how Cohen did business.

“That is not a path we want to go down,” Gardephe said, outside the hearing of jurors and spectators, according to a transcript.

SEC Deposition

Before the trial, Gardephe ruled Martoma couldn’t use testimony from Cohen’s May 3, 2012, deposition before the SEC.

According to a transcript of the testimony, Cohen claimed Martoma said during their pivotal July 2008 call that he was “getting uncomfortable” with the hedge fund’s Elan investment.

Martoma earned a $9.3 million bonus connected to the Elan and Wyeth trades.

His defense lawyers did succeed in preventing the jury of seven women and five men from hearing what they called “toxic character evidence.”

This included evidence that their client was thrown out of Harvard Law School in 1999 for creating a fake transcript and later teamed up with a man under indictment for fraud to create a misleading computer report to support his expulsion appeal.

Jurors also didn’t hear that Martoma fainted in the front yard of his Boca Raton, Florida, home when confronted by two agents from the Federal Bureau of Investigation in 2011.

Star Witness

The panel did hear five days of testimony from the government’s star witness, Dr. Sidney Gilman, a former University of Michigan neurologist.

Gilman was chairman of the safety monitoring committee for the Alzheimer’s drug trial and presented the final results at a medical conference in Chicago on July 29, 2008.

He testified that when he was first confronted by FBI agents, one of them said he was “only a grain of sand, as is Mr. Martoma” and that “they are really after a man named Steven A. Cohen.”

Gilman, who said he later learned who Cohen was, told jurors that between 2006 to July 2008, Martoma worked to befriend him. The hedge fund manager pressed for secrets about the drug during dozens of paid consultations arranged by Gerson Lehrman Group Inc., an expert-networking firm, Gilman testified.

Martoma stood out from other hedge fund managers he talked to, Gilman said, because he was unusually curious and well-informed. The doctor told jurors that Martoma reminded him of his son, who had committed suicide.

Final Results

Gilman testified that he gave Martoma details of the final results of the drug trial over the phone and in a meeting in his former Ann Arbor, Michigan, office.

During cross-examination by defense lawyers, Gilman admitted to “holes” in his memory of the meeting, adding that his recollection of the event came back over time as he was questioned by federal investigators. Martoma’s lawyers told jurors they couldn’t trust the doctor’s testimony.

Gilman also testified that he initially lied about passing inside information to Martoma when he was first questioned by investigators.

Jurors also heard testimony from Dr. Joel Ross, a New Jersey gerontologist who said he gave Martoma confidential details about side effects and the number of subjects in the drug trial. Ross said he met Martoma at the Chicago conference after learning the trial’s results, a day before they were presented publicly.

Both doctors testified against Martoma in exchange for immunity from prosecution. Ross also initially told agents he hadn’t passed inside information to Martoma.

During his testimony, Ross said he was “flabbergasted” that Martoma appeared to know the details of the clinical trial, which prosecutors claim he had already received from Gilman.

“It was like he was in the room with me, with the slides I had just seen,” Ross said.

The case is U.S. v. Martoma, 12-cr-00973, U.S. District Court, Southern District of New York (Manhattan).

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