Playboy – Compliance Building

The headline was too hard to ignore. I suppose there must be some compliance lessons to be learned. But first, the facts:

William A. Marovitz, who is married to former Playboy Enterprises Inc. Chief Executive Officer Christie Hefner, made $100,952 on the trades, according to an SEC complaint. The SEC alleges that on five occasions between 2004 and 2009, Marovitz traded based on confidential information that he misappropriated from Hefner, in his own brokerage accounts ahead of public news announcements. In November 2009, Marovitz learned about Iconix’s potential acquisition of Playboy and used that confidential information to buy Playboy stock in advance of a public announcement of a potential merger, which caused a 42% increase in Playboy’s stock price. When Iconix ended its efforts to acquire Playboy in December 2009, Marovitz sold Playboy stock before the news became public, resulting in a 10% decrease in Playboy’s stock price.

The case illustrates a tough area for compliance officers: family securities trading. According to the complaint:

Hefner also asked Playboy’s general counsel, Howard Shapiro, to talk to Marovitz about the implications of any trading by him in Playboy stock. Shapiro complied with Hefner’s request by faxing a memorandum to Marovitz’s home and office on September 4, 1998 warning Marovitz of the “serious implications” of Marovitz trading in Playboy stock. Among other things, Shapiro warned Marovitz that “all SEC rules governing Christie’s sale or purchase of stock are equally applicable to you, particularly the rules governing insider trading” and “your purchase is imputed to Christie.” Shapiro requested that Marovitz consult with him before executing any trades in Playboy stock. Marovitz never contacted Shapiro to discuss any of his trades in Playboy.

There are two main reasons for clearing trades. One is to avoid insider trading. The other is to avoid the appearance of insider trading. The trade could be done because he learned of material, non-public information or could be done without having obtained it. (Either way, it looks bad.)

On the adviser side, with the pre-clearance you could be alerted not to trade because of something you are not aware of. If the material, non-public information is in the building your trade is automatically going to be suspicious.

With a public company, like Playboy, there are generally narrow windows of trading to avoid the same set of problems.

The rules are in place to prevent you from accidentally having the appearance of trading on material, non-public information.

The other item in the case that caught my eye was the origination of the case. It came during a SEC examination of a broker-dealer, with assistance of the Internal Revenue Service. It sounds like the different parts of the federal regulators are doing a better job of sharing information.

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