On March 15, 2013, the SEC issued a press release announcing a landmark $602 million civil insider trading settlement with hedge fund adviser CR Intrinsic Investors, LLC (CR Intrinsic) and affiliated entities arising out of alleged insider trading engaged in by Mathew Martoma, a co-defendant in the SEC enforcement action and formerly a portfolio manager at CR Intrinsic. Martoma allegedly caused hedge funds managed by CR Intrinsic and S.A.C. Capital Advisors, LLC (S.A.C. Capital) to trade based on inside information relating to a drug trial conducted by pharmaceutical companies Wyeth and Elan. See “Fund Manager CR Intrinsic and Former SAC Portfolio Manager Are Civilly and Criminally Charged in Alleged ‘Record’ $276 Million Insider Trading Scheme
,” Hedge Fund Law Report, Vol. 5, No. 44 (Nov. 21, 2012). S.A.C. Capital and various funds managed by CR Intrinsic and S.A.C. Capital are also named as relief defendants in the settlement, although they are not charged with any securities law violations. On the same day, the SEC also announced a $14 million insider trading settlement with Sigma Capital Management, LLC (Sigma), an affiliate of S.A.C. Capital, relating to trading in the shares of Dell, Inc. and Nvidia Corporation. This article summarizes the background and terms of the settlements in both actions and offers five important takeaways for other hedge fund managers from the CR Intrinsic matter. In addition, this article highlights the compliance lessons of the Sigma matter, particularly as those lessons relate to conversations between investment analysts employed by different hedge fund managers.