U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20382 / December 4, 2007
SEC v. James R. Belcher, C.A. No. 07-CV-02507-LTB
SEC Files Settled Insider Trading Charges Against Cheyenne, Wyoming Attorney James R. Belcher
The Securities and Exchange Commission yesterday filed a settled civil injunctive action in the United States District Court for the District of Colorado against James R. Belcher. Belcher is an attorney and was a partner in the Cheyenne, Wyoming office of a large regional law firm based in Denver, Colorado. Belcher was charged with engaging in illegal insider trading by purchasing shares of Western Gas Resources, Inc. (Western), formerly a Denver-based company engaged in the exploration and production of natural gas, in violation of the antifraud provisions of the federal securities laws. Without admitting or denying the allegations in the Commission's complaint, Belcher has agreed to settle this matter by consenting to the entry of a final judgment against him which imposes injunctive and monetary relief.
The complaint alleges that Western, a client of Belcher's law firm, engaged Belcher to provide legal advice regarding whether approval by a Wyoming regulatory body was required in the event Western merged into another entity. Thereafter, Western provided Belcher with more detailed information related to the contemplated merger transaction. The complaint alleges that on the basis of that material, nonpublic information, on June 19, 2006, Belcher purchased 800 shares of Western at $40.83 per share. Western announced on June 23, 2006 that it was merging into Anadarko Petroleum Corporation. Western's share price, which had closed at approximately $41 on June 22, rose 46% to approximately $60 a share by the close of the market on June 23. Belcher sold his shares and is alleged to have made profits of $15,537.
The complaint alleges that Belcher knew, or was reckless in not knowing, that he purchased Western shares based on material, nonpublic information obtained from his firm's client, and in so doing breached a fiduciary duty owed to Western's shareholders. Based on the facts alleged, the Commission charged Belcher with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Without admitting or denying the allegations in the complaint, Belcher has consented to the entry of a final judgment that: (i) permanently enjoins him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (ii) requires him to disgorge $15,537 in illicit gains and $1,171 in prejudgment interest thereon; and (iii) additionally orders him to pay a civil penalty of $15,537.