U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20324 / October 4, 2007
SEC v. Powell Calder, Civil Action No.07-01786 (ESH) (D.D.C. filed October 4, 2007)
SEC Files Settled Insider Trading Charges Relating to the Acquisition of Commercial Federal Corporation
The U.S. Securities and Exchange Commission today filed a civil action in the U.S. District Court for the District of Columbia alleging that Powell Calder violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder by buying Commercial Federal Corporation common stock ahead of the public announcement that Commercial Federal was about to be acquired and by tipping a friend about the possible acquisition.
The Commission's complaint alleges that on April 19, 2005, defendant Powell Calder's sister-in-law, the executive assistant to the Chairman and Chief Executive Officer of Commercial Federal Corporation (Commercial Federal), learned that Commercial Federal might be acquired by BancWest Corporation. Sometime between that date and May 31, 2005, Calder's sister-in-law told her husband, Calder's brother, in confidence, about the possible acquisition. During this same time period, Calder's brother passed the information to Calder, expecting it to be kept confidential. Calder misappropriated the information from his brother by using it to purchase common stock of Commercial Federal prior to the public announcement of the proposed acquisition and by recommending the purchase of Commercial Federal to a friend. The friend purchased Commercial Federal common stock on the basis of Calder's recommendation.
Without admitting or denying the allegations in the Commission's complaint, the defendant has consented to entry of a proposed final judgment permanently enjoining him from further violations of Section 10(b) of the Exchange Act and Rule 10b 5 thereunder. Additionally, the proposed final judgment orders Calder to disgorge his trading profits and those of his friend in the total amount of $39,124, together with prejudgment interest thereon of $6,039.84, and to pay a civil penalty of $31,150.