Insider Attack Against M&A Information in Document Titles
Protecting against insiders is hard.
Kluger and two accomplices — a Wall Street trader and a mortgage broker — allegedly stole and traded on material nonpublic information about M&A deals over a period of 17 years, according to federal authorities. The trio, facing charges from the U.S. Securities and Exchange Commission and the Department of Justice, allegedly made at least $32 million from the trades….
Kluger had access to information on M&A deals in Wilson Sonsini’s DMS, but he did not open the documents to avoid leaving an audit trail that could possibly expose the scheme, prosecutors assert. Instead, he conducted searches and perused titles. “Kluger looked for board resolutions, press releases, and merger agreements because the titles of these documents revealed that specific companies were involved in pending mergers and acquisitions,” the charges state….
Remember, when people fill out the titles of documents, they are thinking about how to make the document easier to find, not about how to conceal information. Even if the firm uses code names, as was the case in the Wilson Sonsini files, it’s often easy to figure out the codes.