U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21685 / October 6, 2010
Securities and Exchange Commission v. Marleen Jantzen and John Jantzen, Case No. 1:10-cv-00740-JRN (W.D. Tex. [Austin Division], filed October 5, 2010)
SEC CHARGES FORMER DELL EMPLOYEE AND BROKER HUSBAND FOR INSIDER TRADING AHEAD OF DELL-PEROT SYSTEMS DEAL
On October 5, 2010, the Securities and Exchange Commission charged Austin, Texas resident and former Dell Inc. employee Marleen Jantzen and her husband, John Jantzen, a licensed broker employed by an SEC-registered broker-dealer, with insider trading around the public announcement of Dell's tender offer for Perot Systems in September 2009.
In the SEC's complaint, filed in the U.S. District Court for the Western District of Texas, Austin Division, the SEC alleges that Marleen Jantzen learned about the deal during the course of her duties for Dell and was under explicit, written instructions not to trade. Nevertheless, the Complaint alleges, on the last trading day before the deal announcement, Marleen Jantzen made a highly unusual cash transfer to a brokerage account held jointly by both Jantzens. According to the Complaint, within minutes of the cash transfer, John Jantzen started buying Perot Systems call options and common stock in the joint account-in total, purchasing 500 shares of Perot Systems common stock and 24 Perot Systems call option contracts.
According to the Complaint, the public announcement of the deal on September 21, 2009 resulted in a substantial increase in the price of Perot System shares. Immediately following the announcement, the Jantzens liquidated their entire position in Perot Systems stock and call options. The complaint alleges that, as a result of their illegal trading in Perot Systems securities, Defendants realized net trading profits totaling $26,813.58.
The SEC's complaint alleges that the Jantzens violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder. In addition, the Complaint alleges that Marleen Jantzen violated Exchange Act Rule 14e-3(d). The SEC has asked the Court to permanently enjoin the Jantzens from future violations of these provisions of the federal securities laws, and to order them to pay financial penalties and disgorgement of ill-gotten gains with prejudgment interest.
This is the second case filed by the SEC charging insider trading ahead of the Dell-Perot Systems deal announcement. The Commission previously filed an emergency action against former Perot Systems employee Reza Saleh for his insider trading ahead of the transaction, and successfully recovered $8.6 million in illicit profits.
The SEC appreciates the assistance of the Chicago Board Options Exchange, Options Regulatory Surveillance Authority, the Nasdaq OMX and the Financial Industry Regulatory Authority (FINRA) in this matter.
See Also: SEC Complaint