U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21004 / April 16, 2009
Securities and Exchange Commission v. J. Thomas Talbot, No. CV 04- 4556 MMM (PLAx) (C.D. Cal.)
FORMER DIRECTOR OF FIDELITY NATIONAL FINANCIAL SETTLES SEC INSIDER TRADING CASE
The Securities and Exchange Commission announced today that on April 10, 2009, the Honorable Margaret M. Morrow, United States District Judge for the Central District of California, entered a final judgment against J. Thomas Talbot ("Talbot"), a former Director of Fidelity National Financial Inc. ("Fidelity"), in an insider trading case the Commission filed on June 24, 2004. See SEC v. Talbot, No. CV 04-4556 MMM (C.D. Cal.)/Lit. Rel. No. 18762. Without admitting or denying the allegations in the complaint, Talbot consented to the entry of the final judgment which (1) permanently enjoins him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, (ii) orders him to pay disgorgement of $67,881 and prejudgment interest of $26,916, and (iii) orders him to pay a civil penalty of $135,762.
The Commission's complaint alleged that in April 2003, Talbot engaged in insider trading by purchasing stock of LendingTree, Inc. ("LendingTree"), after learning at a meeting of the Fidelity Board of Directors that LendingTree would be acquired by another company. According to the Complaint, on April 22, 2003, Fidelity's Chief Executive Officer ("CEO") told Talbot and other Fidelity board members that LendingTree would likely be acquired by another company at a significant premium over its then-current trading price. At the time of the meeting, Fidelity owned approximately 12% of LendingTree. At the Fidelity Board meeting, the Complaint alleged, Talbot heard the CEO's comments about the potential acquisition, and wrote "LendingTree" on the top of his meeting agenda. These words constituted the only notes that Talbot made during the four-hour Board meeting. The Complaint alleged that after this information was conveyed to the Board of Directors, a Fidelity Board member cautioned the directors not to trade in LendingTree securities because they had been provided with confidential information.
The Complaint alleged that two days after the Board meeting, Talbot breached the fiduciary duty he owed to Fidelity and purchased 5,000 shares of LendingTree stock at $13.50 per share on the basis of the material, non-public information he misappropriated from Fidelity. According to the Complaint, Talbot similarly purchased an additional 5,000 shares of LendingTree at $14.50 per share on April 30, 2003. The Complaint further alleged that on May 5, 2003, the day that USA Interactive announced that it would acquire LendingTree, Talbot sold his 10,000 shares of LendingTree stock, realizing illicit profits of $67,881.
This concludes the Commission's action against Talbot.