U.S. Securities and Exchange Commission v. Yang et al
Filing
198
MEMORANDUM OPINION AND ORDER signed by the Honorable Matthew F. Kennelly on 11/14/2013: For the reasons stated in this Memorandum Opinion and Order, the Court denies defendants' motion for summary judgment [docket nos. 159 and 163]. The case is set for a status hearing on November 19, 2013 at 9:30 a.m. for the purpose of setting a trial date. (mk)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
U.S. SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
SIMING YANG, PRESTIGE TRADE
INVESTMENTS LIMITED, CAIYIN FAN,
and SHUI CHONG (ERIC) CHANG,
Defendants.
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Case No. 12 C 2473
MEMORANDUM OPINION AND ORDER
MATTHEW F. KENNELLY, District Judge:
The United States Securities and Exchange Commission (SEC) has sued Siming
Yang, Prestige Trade Investments, and Shui Chong (Eric) Chang pursuant to sections
21(d), 21(e), and 21A of the Securities Exchange Act of 1934 (Exchange Act), 15
U.S.C. §§ 78u(d), 78u(e) & 78u–1, and section 209 of the Investment Advisers Act of
1940 (Advisers Act), 15 U.S.C. § 80b-9. The SEC alleges that the defendants engaged
in insider trading in the stock of Zhongpin Inc. in violation of section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
The SEC also alleges that Yang ignored shareholder reporting requirements and
engaged in "front-running," violating section 13(d) of the Exchange Act, 15 U.S.C. §
78m(d), and Rule 13d-1 thereunder, 17 C.F.R. § 240.13d-1; sections 206(1) and 206(2)
of the Advisers Act, 15 U.S.C. §§ 80b-6(1) & (2); and section 10(b) of the Exchange Act
and Rules 10b-5(a), (b), and (c) thereunder, 17 C.F.R. § 240.10b-5(a), (b) & (c).
Yang, Prestige, and Chang have moved for summary judgment on all of the
SEC's claims. For the reasons stated below, the Court denies defendants' motions.
Overview
The SEC's claims arise from the defendants' purchases of significant quantities
of Zhongpin stock and call options shortly before the company announced on March 27,
2012 that it was going private. The announcement resulted in a significant increase in
the price of Zhongpin's stock and in large (though unrealized) gains for the defendants.
The SEC filed this suit on April 4, 2012 and, the next day, sought and obtained from the
Court a temporary restraining order, later converted to a preliminary injunction, barring
the defendants from realizing their gains.
From January 2008 through March 2012, Yang, a Chinese citizen, worked as a
research analyst at a New York-based financial firm called Baron Capital, Inc.,
evaluating companies in China and other emerging markets. In November 2011, an
account was opened in the names of Yang and Fan at Wang Investments, a U.S.-based
brokerage firm. In January 2012, Yang formed Prestige, an investment firm of which he
is director, part-owner, general manager, and investment adviser.
The next month, February 2012, Yang traveled to China, where he marketed
Prestige to potential investors. He allegedly represented that Prestige would establish a
diverse portfolio. Yang also conducted research on Zhongpin, a Chinese company that
specializes in pork products and was listed on the American Stock Exchange. The SEC
contends that Yang met with Zhongpin directors while in China.
On March 13, 2012, Yang opened a brokerage account in Prestige's name. At
the time, Prestige had about $30 million in a bank account in Hong Kong. Yang
2
transferred $29.7 million of it into Prestige's brokerage account in the U.S. and then
used nearly all of it, $28 million, to purchase 3.2 million shares of Zhongpin stock
between March 15 and March 21, 2012.
Between March 14 and March 26, 2,571 Zhongpin call options were purchased
for the Yang / Fan account. Most of the options had a short expiration date (within a
month of the purchase), and the overwhelming majority of them had a $10 strike price
and were thus "out of the money," because the market price for Zhongpin stock was
lower than that. In addition, 58,000 shares of Zhongpin stock were purchased for the
Yang / Fan account during the same period, for a little over $500,000. The Zhongpin
securities represented nearly all of the securities in the Yang / Fan account.
On March 27, 2012, Zhongpin announced that its management was proposing to
take the company private by purchasing all of its stock at a price that represented a
forty-six percent premium over its market price on that date. This led to an immediate
twenty-one percent increase in the market price of Zhongpin stock.
Maggie Shum, a friend of Yang, placed the Zhongpin stock trades for Prestige,
because Yang lacked the license needed to do so. During the relevant period,
defendant Chang was in a long-term relationship with Shum. Shum told Chang that she
was placing the trades for free, as a favor to Yang. The SEC alleges that Chang used
information that he misappropriated from Shum to acquire a substantial amount of
Zhongpin stock.
As indicated earlier, the SEC has asserted claims of insider trading against
Prestige, Yang, and Chang and front-running against Yang. The defendants have
moved for summary judgment. The Court will discuss the evidence further in the body
3
of this decision.
Discussion
Summary judgment is appropriate no reasonable juror could return a verdict in
favor of the non-movant based on the evidence that the parties have provided. See,
e.g., Ball v. Kotter, 723 F.3d 813, 821 (7th Cir. 2013). The Court views the evidence in
the light most favorable to the SEC, the non-moving party, and draws reasonable
inferences in the SEC's favor. Id. at 821.
Because Yang and Prestige have moved for summary judgment together, the
Court considers their motion separately from Chang's.
1.
Insider trading claims against Yang and Prestige
Under the classical theory of insider trading, a person is guilty of the offense if he
trades in the securities of a corporation based on material, nonpublic information and
either owes a fiduciary duty to the corporation's shareholders or knows (or should know)
that the source of the information owes a fiduciary duty to the shareholders. Dirks v.
SEC, 463 U.S. 646, 659-61 (1983). Under the misappropriation theory of insider
trading, a person is guilty of the offense if he trades in a corporation's securities based
on material, nonpublic information in violation of a fiduciary duty that he knows or should
know that he owes to the source of the information. United States v. O'Hagan, 521 U.S.
642, 652 (1997). Information is material if there is a substantial likelihood that a
reasonable investor would consider it important to deciding how to invest. Basic, Inc. v.
Levinson, 485 U.S. 224, 231 (1988).
Yang and Prestige argue that the SEC has not offered evidence that would
permit a reasonable juror to find that they engaged in insider trading. They contend that
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the SEC has failed to offer evidence that Yang had material, nonpublic information
when he bought shares of Zhongpin stock and call options on behalf of Prestige. They
also contend that SEC has failed to offer evidence that Yang made such purchases for
himself while in possession of material, nonpublic information. Yang also argues that
the SEC has failed to offer evidence from which a reasonable jury could find that he
had, and knew he had, information from someone that owed a fiduciary duty to
Zhongpin shareholders.
The SEC has no direct evidence of insider trading, but that is not required.
Circumstantial evidence can suffice under either the classical or misappropriation
theory. SEC v. Van Wagner, No. 97 C 6826, 1999 WL 691836, at *3 (N.D. Ill. Aug. 25,
1999). See also Michaels v. Michaels, 767 F.2d 1185, 1199 (7th Cir. 1985).
The
SEC's evidence, along with reasonable inferences from that evidence, would permit a
jury to find the following facts.
a.
Nature and timing of trades
Over a very short period just before Zhongpin announced that it was going
private, Yang and Prestige invested nearly all of their investors' money in what a jury
reasonably could find were, at least on the surface, highly risky trades in Zhongpin
securities. As summarized earlier, between March 15 and 21, 2012, Prestige
committed nearly all of its assets that it had only recently raised from investors, some
$28 million altogether.
There is evidence that in marketing Prestige, Yang represented, or at least
planned to represent, that it would acquire a diversified portfolio—exactly the opposite
of what these trades reflected. Yang and Prestige contend that the SEC cannot show
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that the marketing materials were actually disseminated to investors. A reasonable jury
could find, however, that the statements in these materials, whether distributed or not,
represented Yang's intention, from which he departed quite dramatically in putting
nearly all of Prestige's eggs in a single basket. A jury reasonably could infer that Yang
would not have committed virtually the entirety of his investors' money unless he knew
the stock purchases represented a sure thing.
The trades made for the Yang / Fan account, though they involved far less
money than Prestige's trades, were also highly risky, at least on the surface. Between
March 14 and 26, over 2,500 Zhongpin call options and over $500,000 worth of
Zhongpin stock was purchased for this account. The put options were out of the money
when purchased, and they had a short expiration period. As such, they represented a
high-stakes bet that the price of Zhongpin's stock would rise very quickly within a very
short time. These trades represented virtually the entire value of the Yang / Fan
account. Again, a reasonable jury could infer that Yang would not have made these
trades unless he considered them to represent a sure thing—more specifically, unless
he knew the price of the stock would be going up shortly.
The account was in the names of both Yang and Fan. There is evidence from
which a reasonable jury could find that Yang directly participated in opening the
account. Specifically, there is evidence that the account opening documents, which
included Yang's photo identification, were sent to the brokerage firm from Yang's
personal e-mail address.1 The evidence also indicates that Yang, not Fan, funded the
1
A reasonable jury could also find that the account opening documents, which were
handwritten, were filled out and signed by two different people, not by Fan alone as
Yang suggests.
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account. In addition, there is considerable evidence that the Zhongpin trades in the
account were placed by Yang, not by Fan (a school teacher, not an investment adviser
like Yang). Finally, there is also evidence from which a reasonable jury could find that
Yang has tried to cover up his involvement in this account and the trades made for it
and that he has deceptively tried to distance himself from it, both prior to and during this
litigation (the Court will discuss that evidence in more detail momentarily).
Yang has offered an explanation for his trading in Zhongpin stock that tends to
exculpate him. In a nutshell, he says that he had conducted significant research on
Zhongpin, there were publicly disclosed indications that it was a candidate to go private,
and just before Prestige started buying, the price dropped enough that the stock
represented a good buying opportunity. There is no question that a jury could believe
Yang's explanation. But a reasonable jury likewise could reject the explanation. Among
other things, there is enough evidence of deceptive statements and conduct by Yang to
permit a reasonable jury to disbelieve Yang's version of the events and his rationale for
purchasing the stock. In short, a reasonable jury could find that Yang and Prestige
happened to make their facially highly risky trades in the days leading up to Zhongpin's
announcement not as a result of good research or lucky timing, but because they knew
they had a sure thing.
b.
Inside information
There is evidence from which a reasonable jury could find that Yang had, and
knew he had, inside information about the impending going-private transaction by
Zhongpin. Perhaps, as defendants contend, drawing this inference would be too big a
leap from the timing and nature of the trades themselves. But that is not all the
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evidence the SEC has offered.
Yang prepared marketing materials for Prestige stating that it had access to
"exclusive networks," including "CEO networks" and "current employees," and he made
specific reference to companies that were "proactively considering management level
privatization." Pl.'s Ex. 24 at 6-7, 17. Again, whether or not these materials were
distributed to investors or potential investors, a reasonable jury could find that these
particular statements, penned by Yang, represented the actual state of affairs, a nearadmission of possession of inside information from persons with a fiduciary duty to
shareholders. In addition, and along these same lines, there is admissible evidence
that indicates that during a February 2012 trip to China, Yang visited Zhongpin's
headquarters and met with the company's directors. This, taken with Yang's
representation about access to inside information (as well as the high-stakes bets Yang
made, as discussed in the previous section), is evidence that a reasonable jury could
find reflected that he had a source inside Zhongpin about the company's plan to go
private.2
In addition, during the relevant time, Yang had on his computer at Baron Capital
a document from an investment bank, HSBC, that a jury reasonably could find
described a proposal for a management buyout of Zhongpin. The proposal was marked
2
Defendants argue that information about the possibility of Zhongpin going private was
already disclosed, but that information is limited to an earlier statement by Zhongpin's
CEO, in response to a question about whether it intended to go private, that the
company would disclose any such decision according to law. That revealed nothing
about Zhongpin's intentions, much less in the near future. The market had no
significant reaction to this statement—in sharp contrast to its reaction to the company's
March 2012 announcement of an actual plan to go private. The earlier suggestion that
going private was a possibility does not render immaterial the later, more pointed
evidence that a jury reasonably could infer Yang had.
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"HIGHLY RESTRICTED" on each page, referred to the proposed buyout by a code
name, and contained a disclaimer that the document "is not for public circulation, must
not be copied, transferred or the contents disclosed to any third party." Pl.'s Ex. 6.
Though it is unclear whether the proposal was commissioned by or given to Zhongpin
itself, there is evidence, in the form of an affidavit by an HSBC managing director, that it
was prepared for a client with whom or which HSBC was discussing a management
buyout of the company, including steps that could be taken to effectuate such a
transaction. A logical inference would be that the client or clients included Zhongpin
management representatives, people with a fiduciary duty to shareholders. A
reasonable jury could find the nature of this proposal and the existence of a fiduciary
duty would have been obvious to Yang. See SEC v. Cherif, 933 F.2d 403, 412 (7th Cir.
1991) (treating the attribution of code names to parties in certain transactions as
evidence of the nonpublic nature of the information relating to those transactions).
When Yang was terminated from his job at Baron Capital in March 2012, there is
evidence that he attempted to delete the HSBC proposal from his computer in a way
that would have prevented its discovery and eliminated any indication it had been there
in the first place. Defendants argue that this suggests nothing more than an effort to
keep a terminating employer from getting information that Yang considered personal.
Though a jury might agree with this, it could also reasonably infer from the attempted
concealment awareness of the significance and confidential nature of the document.
Defendants contend that the HSBC proposal for Zhongpin was available and
obtained from a public source. The evidence tending to support that proposition,
however, is debatable. In addition, the previously-mentioned HSBC managing director
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stated in his affidavit that the company maintained the proposal's confidentiality. And a
reasonable jury could find that if the proposal were the relatively innocuous publicly
available document that defendants contend, there would have been no reason for
Yang to go to the lengths he arguably did to prevent its discovery on his work computer.
c.
Deceptive conduct by Yang3
There is evidence of deceptive conduct by Yang to attempt to cover his tracks.
The account opening documents for the Yang / Fan account in which Zhongpin stock
and options were traded falsely described Yang as an accountant with a company
called Guangzhou Goldstar Retail and as residing in Guangzhou and said that he was
not an associated person of a broker, which is, in fact, what he was. As indicated
earlier, the completed form was sent to the brokerage firm from Yang's personal e-mail
address, and there is plenty of evidence from which a jury reasonably could infer that he
opened the account.
In addition, a jury reasonably could find that Yang not only knew about those
trades but was directly involved in making them: the purchase orders for the trades
were made from the same IP address as e-mails that were sent contemporaneously
from Yang's personal e-mail account. A jury reasonably could conclude that the trades
were anything but the coincidence that he apparently contends they were.
Yang has denied that he completed the form and has claimed that Fan filled it out
and sent it in. He has also denied having anything to do with the trades conducted in
the account. A jury could, however, reasonably disbelieve these contentions and
3
The Court has omitted (as unnecessary) any discussion of the so-called "Robert
Susman" e-mail evidence offered by the SEC, but that should not be taken as an
indication that this evidence is in some way deficient or inadmissible.
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conclude that Yang lied about his background, his involvement in opening the account,
and his participation in the trades made in the account. A jury that so found could take
Yang's false exculpatory statements as further evidence supporting the SEC's claims.
In addition, there is evidence tending to show that Yang concealed from his
employer, based Baron Capital, the fact that he was violating its policies barring trading
in the stock of public companies, barring personal trading without preclearance, and
requiring disclosure of brokerage accounts. Defendants argue that this is not evidence
of insider trading. It certainly is not direct evidence of that. But it is further evidence of
deception by Yang regarding his trading activity, from which a jury reasonably could
infer consciousness of guilt.
Finally, there is the matter of the allegedly false Schedule 13D submitted by
Prestige. Federal securities law requires anyone who acquires more than five percent
of a class of common stock to file a Schedule 13D with the SEC. The form requires
disclosure of the preparer's identity, the purpose of the acquisition, the number of
shares acquired, and any of the preparer's transactions in that stock within the past two
months. On April 2, 2012, Prestige filed a Schedule 13D disclosing its acquisition of
Zhongpin stock, and there is evidence that Yang was involved in the form's preparation.
Despite the acquisition of stock for the Yang / Fan account, the Schedule 13D stated
that none of Prestige's directors, including Yang, had effected any transactions in
Zhongpin common stock in the past two months. Defendants characterize this as
evidence that Yang was not, in fact, involved in the trading in the Yang / Fan account.
But accepting that argument would require the Court to draw inferences from the
evidence in defendants' favor, which is not how inferences are drawn when a court
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considers a motion for summary judgment.4 A reasonable jury could find the Schedule
13D to be evidence of a cover-up.
d.
Conclusions
The Court has, by necessity, discussed each item of evidence separately. But
determining whether there is evidence sufficient to permit a reasonable jury to find in the
SEC's favor, the Court must consider the evidence as a whole. Cf. Trejo v. Hulick, 380
F.3d 1031, 1032 (7th Cir. 2004) (analyzing sufficiency of evidence in a state criminal
case; "a number of weak proofs can add up to a strong proof."). In addition, the law is
clear that "[c]redibility determinations, the weighing of the evidence, and the drawing of
legitimate inferences from the facts are jury functions, not those of a judge, whether he
is ruling on a motion for summary judgment or for a directed verdict." Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 255 (1986).
The evidence reflects that Yang made very large and (facially at least) highly
risky trades that were timed just right. Despite his apparent intention to create a
diversified portfolio for Prestige, he bet virtually the entirety of his investors' money on a
single stock. And his personal trades in Zhongpin call options represented a highstakes bet that the price of Zhongpin stock was going to go up by quite a bit, quickly. A
jury would not be required to believe that it was a coincidence that all of this worked out
for Prestige and Yang, or (as the Court has indicated) that the trades were the result of
good, and legal, research.
4
The Court has the same view of defendants' contentions that those who engage in
illegal insider trading do not disclose their trades at all, do not try to keep acquiring stock
after the inside information becomes public, etc. These might be good arguments to
make to a jury, but in the present context, they amount to an argument that the Court
should view the evidence in the light most favorable to the parties who have moved for
summary judgment. That, of course, is not the correct standard.
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Rather, the evidence of the nature and timing of the trades, along with the traces
Yang left (despite efforts to the contrary to erase them) of possession of inside
information, would permit a reasonable jury to find that Yang possessed, and knew he
possessed, material nonpublic information from persons who owed a fiduciary duty to
Zhongpin's shareholders. See, e.g., SEC v. Roszak, 495 F. Supp. 2d 875, 887 (N.D. Ill.
2007) (drawing an inference of insider trading from circumstantial evidence); Van
Wagner, 1999 WL 691836, at *3-4 (defendant's access to material and nonpublic
information, coupled with the suspicious trading of his family and friends, created an
inference of insider trading preventing summary judgment). To be sure, there is no
direct evidence that any such person, or any particular person, fed inside information to
Yang. But the law does not require the SEC to have direct evidence on this or any
other point. It is sufficient that there is circumstantial or inferential evidence from which
a reasonable jury could make such a finding. There is, as the Court has discussed.
The Court acknowledges Yang and Prestige's arguments, made in rather strong
terms, that these are not reasonable inferences from the evidence, and that the
reasonable inferences all cut in defendants' favor (or at least not in the SEC's favor).
But a plaintiff is not required to show that the inferences it seeks to draw from the
evidence are more likely than those that defendants seek to draw. Rather, the plaintiff
need show only that the inferences it seeks are reasonable. In this case, they are. That
is all that is required. "It is not for [the court] to choose among inferences . . . and
determine which inference is most likely." Broich v. Incorporated Vill. of Southampton,
462 F. App'x 39, 44 (2d Cir. 2012) (employment discrimination case). "A justifiable
inference is not necessarily the most likely inference or the most persuasive inference.
13
Rather, an inference as to another material fact may be drawn in favor of the nonmoving
party . . . if it is rational or reasonable." Narayan v. EGL, Inc., 616 F.3d 895, 899 (9th
Cir. 2010) (internal quotation marks omitted).
For the reasons the Court has described, Yang and Prestige are not entitled to
summary judgment on the SEC's insider trading claims.
2.
Shareholder reporting and front-running
The SEC also alleges that Yang engaged in illegal "front-running," trying to profit
personally by secretly authorizing personal trades in anticipation of much larger trades
that he knew he would be authorizing on behalf of Prestige. The Supreme Court has
held that the Advisers Act prohibits such behavior. See SEC v. Capital Gains Research
Bureau, 375 U.S. 180 (1963). In that case, the Supreme Court stated that "[a]n adviser
who . . . secretly trades on the market effect of his own recommendation may be
motivated—consciously or unconsciously—to recommend a given security not because
of its potential for long-run price increase (which would profit the client), but because of
its potential for short-run price increase in response to anticipated activity from the
recommendation (which would profit the adviser)." Id. at 196.
Yang has moved for summary judgment on the front-running claim. He denies
that he personally traded in Zhongpin securities. Based on the evidence already
discussed, the Court concludes that a reasonable jury could conclude that Yang
purchased Zhongpin stock and call options on March 14, 2012, one day before he
bought thousands of shares of Zhongpin stock for Prestige. The Court therefore denies
Yang and Prestige's motion for summary judgment on the SEC's shareholder reporting
and front-running claims.
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3.
Insider trading charge against Chang
The SEC alleges that Chang engaged in insider trading, relying on the
misappropriation theory described earlier. Chang argues that no reasonable jury could
find that the information he gleaned from Shum was material, that he owed her a
fiduciary duty, or that he acted with scienter.
The Court first addresses the issue of materiality. Information is material if a
reasonable person would consider it important in deciding whether to invest. See Basic,
Inc., 485 U.S. at 231-32. As noted earlier, Shum, with whom Chang was living at the
time, conducted the trades that Prestige made in Zhongpin stock. On March 14, 2012,
Chang found in their apartment a document containing Zhongpin's ticker symbol, some
percentages, and corresponding numbers. That day, after visiting the Yahoo Finance
website, Chang bought 900 shares of Zhongpin stock. On March 16, Shum was out of
the country and having trouble logging into her personal computer, so she asked Chang
to do so for her, providing him her user name and password. While logged in, Chang
observed that Prestige had acquired additional shares of Zhongpin stock. On March 19,
Chang looked over Shum's shoulder and saw that she was buying even more shares of
Zhongpin stock for Prestige. Chang then bought more shares of Zhongpin stock and
call options for additional shares, which were set to expire within ten days. The jury
could find that Chang had information regarding an experienced trader's consistent and
sizable purchases of a single company's stocks and call options and that a reasonable
investor would find such information important in deciding how to invest.
The Court addresses next the issue of breach of fiduciary duty. Chang stresses
that he and Shum were not married at the time of the allegations and argues that they
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lacked a relationship of trust and confidence pertaining to financial and employment
matters. A fiduciary duty can exist, however, "[w]henever the person communicating
the material nonpublic information and the person to whom it is communicated have a
history, pattern, or practice of sharing confidences . . . ." 17 C.F.R. § 240.10b5-2(b)(2).
Chang and Shum were not married, but that is not determinative. They were, at the
time, in what a reasonable jury could find was a very close personal relationship that
had lasted six-years, during which they shared all sorts of information, including
information relating to their careers. Shum's casual disclosure to Chang of her login
name and password, which provided access to her trading history, is perhaps the best
evidence of the trust and confidence she shared with him. And despite their relationship
and living arrangements, Chang refrained from telling Shum that he had observed her
trade in Zhongpin securities or done so himself after each and every one of his
purchases. In fact, Chang testified, Shum was shocked to hear that he had used
information about her trading for Yang to make personal trades. The Court concludes
that a reasonable jury could find that Chang owed Shum a fiduciary duty at the time and
that he knew this.
Scienter encompasses an "intent to deceive, manipulate, or defraud." Aaron v.
SEC, 446 U.S. 680, 686 (1980). A person acts with scienter when he knew or should
have known that the information on which he traded was misappropriated. See, e.g.,
SEC v. Michel, 521 F. Supp. 2d 795, 823 (N.D. Ill. 2007). The SEC has offered
evidence from which a jury could find Chang realized that he had misappropriated
information from Shum and should not have used it to trade.
For these reasons, Chang is not entitled to summary judgment.
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Conclusion
For the reasons stated above, this Court denies defendants' motion for summary
judgment [docket nos. 159 and 163]. The case is set for a status hearing on November
19, 2013 at 9:30 a.m. for the purpose of setting a trial date.
MATTHEW F. KENNELLY
United States District Judge
Date: November 14, 2013
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