The Case Against Martha Stewart, and the SEC police state.

There is a widespread belief that Martha Stewart received inside information from her friend Waksal and conspired with her broker to make use of that information by selling her shares before the bad news was made public.

If indeed there is enough substance to this to produce a case against Martha Stewart she should be tried for this. If guilty she should face the consequences.

In an interesting twist this is not what she is being formally accused of. Apparently there is not enough evidence to make a case in this fashion.

Instead, Martha is in hot water for her actions after the allegations of trading on inside information became public.

She is standing accused of obstructing justice and manipulating th markets. This accusation stems almost solely from the fact that she publically protested her innocence.

As the head of a publically traded company it is being argued that her protestations of innocence served to prop up her ownership in Martha Stewart Omnimedia of which she was Chairwoman, CEO and large stockholder.

By saying she was innocent publically she supposedly kept the stock price inflated. Her public defense of herself served as an obstruction of justice. It has also been suggested that she has been less than forthright in dealing with investigators, but to my ears these claims of obstruction largely amount to her not immediately producing evidence which proves her guilt.

These tactics seem to mirror those used by Eliot Spitzer in his case against Merrill Lynch.

Merrill was basically denied the right to defend itself and forced to settle with Spitzer because the Martin Act was held over Merril Lynch’s head.

To those not familiar, the Martin Act is a peculiarity within New York law that enables a person in Spitzer’s position the ability to unilaterally shut down a company’s operations in the state of New York under nothing more than the suspicion of wrongdoing. The Martin Act was conceived as a weapon against racketeering.

The Martin Act would have been calamitous against Merrill Lynch since virtually all of it’s activities are routed through New York and its exchanges. It’s usage would have shut down and possibly bankrupted the corporation.

The activities related to Merrill Lynch’s research, Henry Blodgett and Investment banking may or may not have merit from a legal standpoint. It appears at the very least that Merrill Lynch did fail in its responsibility to supervise activities and maintain the “Chinese Wall” that is supposed to exist between Research and Investment Banking.

Merrill Lynch was not indicted on these grounds. According to a recent Forbes article, Merrill Lynch took out a one page ad in the New York Times to defend itself and explain it’s position to the public.

Spitzer allegedly told Merrill Lynch in the article that if they spoke to the media or issued a public statement again regarding the investigation he would initiate the Martin Act and shut them down.

I make no arguments as to whether either Martha or Merrill Lynch are guility of wrongdoing. I don’t know. That is not the issue up for debate.

The issue up for debate is what appears to be clear gestapo tactics by the use of regulators in high profile cases whereby those accused are punished or threatened for doing nothing more than attempting to publically defend themselves from allegations that have been publically levelled at them.

I do not feel that a defendant in such a circumstance should be expected to be gagged, and I think that justice is served when both sides of alleged wrongdoing can be publically heard.

Because of this I think the case against Martha Stewart is a sham, and the regulators in question are abusing their position as custodians of the public trust to create a self-benefitting media event.

Waksal on the other hand appears to be guilty as hell and has been tried and punished accordingly.

She lied. I’m not sure if Merrill Lynch lied, but if so: tough stuff.

My understanding was that she faces separate criminal and civil charges, and although there was enough evidence to pursue a civil charge of insider trading, there wasn’t enough for a criminal charge.

Scylla, I’m afraid that you’re simply incorrect about this. I would suggest that you read the indictment (PDF File). The vast bulk of the indictment is that she conspired with her broker to lie to investigators and obstruct justice, and the indictment alleges clear circumstantial evidence that she did.

She’s being prosecuted for trying to cover up the purported insider trading. Her criminal charges have greater penalties than the insider trading she might otherwise have been charged with.

… And don’t forget she was a successful stock broker in her own right …

Scylla, I know you are some how connected with the markets. Investors get burned time and time again (and the little guy usually is the one that bites hook line and sinker) because the CEO or someother responsible person in the company stands up and says “I have no idea why the share price has dropped 75% today. We have no transactions, lawsuits, corporate events that would explain this drop.” Then a week later it turns out they were lying scum that bought some time to get themselves and others out of an already bad position before it got worse.

One case I will never forget actually occured in Hong Kong. Peregrine Securities took out full page ad in the papers to say they had no idea why the stock price had dropped dramatically. Oh ya, absolutely no idea until it turned out they had loaned $120 million unsecured to an Indonesian taxi company with no assets in 1997.

Martha Stewart should be punished by full force of the law.

Scylla is referring to the ninth count of the indictment, which Billdo links to above. Stewart is charged in that count with securities fraud for the following statements:

  1. June 7, 2002, statement by Stewart’s attorney made to the Wall Street Journal for an article: “The sale was executed because Ms. Stewart had a predetermined price at which she planned to sell the stock. That determination, made more than a month before that trade, was to sell if the stock ever went to less than $60.”

  2. June 12, 2002, press release by Stewart stating that (i) “several weeks” prior to October 2001, she instructed her broker “if the ImClone stock price were to fall below $60, [they] would sell [her] holdings;” (ii) on December 27, she "returned a call from [her] broker advising [her] that ImClone had fallen below $60…and reiterated [her] instructions to sell the shares; and (iii) she “did not have any nonpublic information regarding ImClone” at the time of the sale.

  3. June 18, 2002 press release prepared for a securities conference stating (i) she explained what happened in the June 12 statement; (ii) the sale “was based on information that was available to the public that day;” (iii) "since the stock had fallen below $60, I sold my shares, as I had previously agreed to do with my broker; and (iv) that she had “fully and to the best of her ability” cooperated with the SEC and US Attorney’s office.

My view is that the only one of those charges that is troubling is the fourth part of the June 18 statement. That statement (“I am cooperating…”) is the only thing that could fairly be characterized as a general protestation of innocence. It’s a vague, boilerplate kind of statement that every company makes, and it is a bit silly to be indicted for it.

The other statements, on the other hand, are specific factual claims that Stewart presumably knew to be false. They’re appropriate charges to make. If Stewart wanted to avoid legal jeopardy, she should have just expressed confidence that the government would be proved wrong and made no further comment “on the advice of counsel.”

Scylla, you do realize that Eliot Spitzer is not with the SEC?

So Martha Stewart is being prosecuted, in part, for statements made by her lawyer? That seems rather unfair to me. Prosecuting someone for lying also seems like a dangerous idea: it threatens free speach if every thing one says exposes one to criminal liability.

Those statements were made at Ms. Stewart’s direction. If they were fraudulent, then Ms. Stewart is just as guilty of trying to prop up the MSLO stock price as though she had made the statements herself. **

So…what? Should we get rid of all laws against obstruction of justice, perjury, and securities fraud?

The record books were re-written about the transaction, and done poorly. That’s the charge.

I get the idea that the SEC and the Justice Department are breaking a new trail with Ms Stewart.

It seems to me that the indictment says that she did a criminal act by letting her broker tell here that the controlling share holders of the company were bailing and then bailing based on that information, The indictment does not charge her with acting on info received from the company big cheeses but rather on info received from the broker who apparently got it either from the big cheeses or from seeing what the big cheeses were doing. That, it strikes me, is a fairly precarious proposition.

If acting on info from the broker is not criminal, then the balance of the indictment seems to charge the woman with lying about why she did something that was not a crime.

I realize that stock and financial fraud is a pretty esoteric stuff, but the whole thing seems a little spooky to me.

If a lawyer claims during his opening statement that his client is innocent, and his client is found guilty, can the client be charged with perjury/obstruction of justice?

I really don’t see where that question came from.

The charge on those counts is not perjury or obstruction. It is securities fraud. The charge is that Ms. Stewart misled investors in Martha Stewart Living Omnimedia (MSLO) by lying about her stock order to sell ImClone.

The lawyer made those claims on Ms. Stewart’s behalf and at her direction. Those claims were made for a Wall Street Journal article. Thus, those claims were clearly directed at the investing public.

If those claims were in fact fraudulent and if they were in fact harmful to MSLO investors, then Ms. Stewart is liable for having made them. It does not matter if she spoke the words herself or if she used a proxy spokesman. **

You said that prosecution for lying was dangerous because it threatens free speech. Which raises the question: why have laws against obstruction, perjury, and securities fraud? Let’s take securities fraud. Should a person be insulated from liability for manipulating the markets just because he uses a third party to convey fraudulent information to investors?