SEC Charges Board Member With Insider Trading During and After Board Meeting

The Securities and Exchange Commission today charged a Tennessee-based lawyer who served on the executive committee of the board of directors at Nashville-based Pinnacle Financial Partners with insider trading based on nonpublic information he learned about an impending merger.

The SEC alleges that James C. Cope obtained more than $56,000 in ill-gotten gains by purchasing securities in Pinnacle’s acquisition target, Avenue Financial Holdings, prior to the banks’ joint public announcement later that month.  According to the SEC’s complaint, Cope learned confidential details about the planned merger during a board executive committee meeting on Jan. 5, 2016, and proceeded to place his first order to purchase Avenue Financial stock while that executive committee meeting was still in progress.  He allegedly placed four more orders within an hour after the meeting ended.

“We allege that Cope completely disregarded his responsibilities as an attorney and public company director and illegally seized the moment to purchase stock in an acquisition target after learning confidential, nonpublic information at a board executive committee meeting,” said Walter Jospin, Director of the SEC’s Atlanta Regional Office.

The U.S. Attorney’s Office for the Middle District of Tennessee today filed a parallel criminal case against Cope.

Cope lives in Murfreesboro and resigned from Pinnacle’s board in April, according to the SEC’s complaint filed in federal district court in Nashville.  The complaint charges Cope with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.

The SEC’s investigation was conducted by Micheal Watson with assistance from Taryn Hairston, and supervised by Stephen E. Donahue and William P. Hicks of the Atlanta Regional Office.  The litigation will be led by Robert Schroeder.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the Middle District of Tennessee and the Financial Industry Regulatory Authority.