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18 May 08

Whistleblower exposes insider trading program at JP Morgan - Wikileaks

  • A confidential memo obtained by Wikileaks shows that not only has the U.S.
    Securities and Exchange Commission created an insider trading
    loophole big enough to drive a truck through, but that Wall Street
    is taking full advantage of it, establishing 'how-to' programs and
    even client service divisions to help well-heeled clients circumvent
    insider trading regulations.
  • Here's how it works:

    1. An insider client transfers all or a portion of their company stock into
    a JP Morgan Securities Inc. brokerage account.

    2. The insider then develops, in conjunction with the 10b5-1 team, a
    'phased, pre-planned sales program to be executed at either market or
    specified prices'.

    3. Depending on the information available to the insider (but not the
    public
    ), the insider can decide whether to execute the sale or not.

    By gaming the system this way, JP Morgan teaches insiders how to
    use their knowledge to create a rigged market, one in which it is
    the "house" that always wins, and the small investor that always
    loses

Wikileaks - Wikileaks

  • Our primary interests are in Asia, the former Soviet bloc, Latin America, Sub-Saharan Africa and the Middle East, but we expect to be of assistance to peoples of all countries who wish to reveal unethical behavior in their governments and corporations. We aim for maximum political impact.
06 May 08

Sarbanes-Oxley Implications for Privately Held Companies

    • Those provisions primarily applicable to privately held companies include:



      1. Whistleblower Protection - Persons providing information about the commission of a federal offense are protected.  Those who retaliate against such whistleblowers are subject to fines and may even get up to 10 years in prison.
      2. Document Destruction - If any company is being investigated by a federal agency, including the IRS, anyone destroying documents faces fines, plus up to 20 years in prison.
      3. Securities Fraud - The time to make claims is extended to 5 years from the date of fraud or 2 years after it is discovered.
      4. Bankruptcy Implications - Security Law violations are no longer dischargeable in bankruptcy.
    • What things make sense, in any event, whether you want to comply with SOX or not?



      1. Avoid "conflicts of interest".
      2. Consider some independent directors.
      3. Create a whistleblower policy to protect such persons.
      4. Establish good internal controls.
      5. Evaluate risks and insure properly.
      6. Adopt an ethics policy or a code of behavior.
      7. Be sure the relationship to the company's accountants is at arm's length.
      8. Consider a committee to evaluate executive compensation.
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