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U.S. Securities and Exchange Commission

Litigation Release No. 21838 / February 4, 2011

Securities and Exchange Commission v. Vinayak S. Gowrish, 09-CV- 5883 (SI) (N.D. Cal.) (filed Dec. 16, 2009)


The Securities and Exchange Commission today announced that on February 3, 2011, a federal jury in the Northern District of California found former TPG Capital, L.P. ("TPG") private equity associate Vinayak S. Gowrish liable for illegally tipping material, nonpublic information that TPG was in negotiations to acquire three separate publicly traded companies: Sabre Holdings Corp. ("Sabre"), TXU Corp. ("TXU"), and Alliance Data Systems Corp. ("ADS").

The jury found that Gowrish, a former associate at multi-billion dollar private equity firm TPG, misappropriated material nonpublic information from his employer in connection with TPG's negotiations to acquire Sabre, TXU, and ADS. Gowrish tipped the confidential acquisition information to his long-time friend, Adnan Zaman, a former investment banker at Lazard Frères & Co. LLC. Zaman, in turn, tipped the information to their two friends, Pascal S. Vaghar and Sameer N. Khoury. On the basis of the information provided by Gowrish through Zaman, Vaghar and Khoury then traded Sabre, TXU, and ADS securities, realizing approximately $375,000 in illicit profits. The Commission's complaint alleged that, in exchange for the confidential information, Vaghar provided cash kickbacks to both Gowrish and Zaman. The jury found that Gowrish violated Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder.

Zaman, Vaghar, and Khoury previously consented to the entry of final judgments permanently enjoining them from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Zaman and Vaghar were also enjoined from violations of Section 14(e) of the Exchange Act and Rule 14e-3 thereunder. Zaman is currently serving a 26-month federal prison sentence for his role in the scheme. During the remedy phase of the proceeding against Gowrish, the Commission will seek permanent injunctive relief, disgorgement of illicit profits with prejudgment interest, and the imposition of financial penalties.

For further information, see Litigation Release No. 21339 (December 16, 2009).



Modified: 02/04/2011