U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. LR-22474 / September 6, 2012
Securities and Exchange Commission v. Arthur H. Reed and Allan F. Derusha, Case No. 1:12-cv-07119 (N.D. Ill., filed September 6, 2012)
SEC Files Settled Insider Trading Action against Pharmaceutical Company Executive and His Father-In-Law
On September 6, 2012, the Securities and Exchange Commission filed a civil injunctive action in the United States District Court for the Northern District of Illinois against Arthur H. Reed, who during the relevant time period was Director of Contract Marketing for APP Pharmaceuticals, Inc., and Allan F. Derusha, Reed’s father-in-law. The Commission alleges that Reed and Derusha engaged in unlawful insider trading and/or tipping in advance of APP’s July 7, 2008 public announcement that it was being acquired by Fresenius SE.
According to the Commission’s complaint, Reed on or before May 27, 2008 learned through his employment at APP that APP was in the process of being acquired by another company and subsequently purchased $438,504 of APP stock based on his knowledge of the pending acquisition. Reed also tipped his father-in-law, Derusha, regarding the pending acquisition, and Derusha subsequently purchased $257,374 of APP stock. Reed and Derusha sold their APP stock after APP’s acquisition was publicly announced, realizing $272,958 and $163,281 in profits respectively.
The Commission’s complaint charges Reed and Derusha with violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. To settle the Commission’s charges, Reed has consented, without admitting or denying the Commission’s allegations, to the entry of a final judgment: (1) permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (2) requiring him to pay disgorgement of $272,958 plus prejudgment interest of $38,714; and (3) requiring him to pay a civil penalty of $94,182, but not imposing a greater penalty based upon his financial condition. To settle the Commission’s charges, Derusha has consented, without admitting or denying the Commission’s allegations, to the entry of a final judgment: (1) permanently enjoining him from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (2) requiring him to pay disgorgement of $159,230 plus prejudgment interest of $19,578, and a $79,615 civil penalty. The final judgments are subject to the Court’s approval.
The Commission thanks the Financial Industry Regulatory Authority (FINRA) for its assistance in this matter.