SEC charges 4 Bay Area men with insider trading

The Securities and Exchange Commission has charged four Bay Area men with participating in an illegal insider-trading ring that netted almost $500,000 in 2006 and 2007.

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According to the SEC, Vinayak S. Gowrish, who was an associate for TPG Capital in San Francisco, and Adnan S. Zaman, a former associate in Lazard Frйres’ investment banking group in San Francisco and later New York, passed confidential information about takeovers their employers were involved with to two friends who traded on the information and kicked back some of their profits to Gowrish and Zaman.

Gowrish, 31, of San Francisco and Zaman, 30, of San Jose went to high school together and were also fraternity brothers at UC Berkeley, according to the complaint.

The men who allegedly received and traded on the information are Pascal S. Vaghar, 35, and his friend Sameer N. Khoury, 32, both of Emeryville. Zaman and Gowrish were friends with Vaghar. Zaman also leased an apartment from Khoury and allegedly received free rent as part of his kickback.

According to the complaint, filed on Wednesday in U.S. District Court for the Northern District of California, Gowrish tipped Zaman that TPG was in negotiations to acquire Sabre Holdings Corp., TXU Corp. and Alliance Data Systems Corp. Zaman then disclosed the information to Vaghar and Khoury, who bought stock and options in the target companies.

It also alleges that Zaman disclosed that Lazard clients were in negotiations to acquire webMethods and Myogen to Vaghar and Khoury, who traded on the nonpublic information. Myogen was acquired by Gilead Sciences.

The SEC says the information was disclosed through in-person meetings, coded text messages and yellow sticky notes.

Zaman, Vaghar and Khoury agreed to settle the charges. Zaman consented to disgorge $78,456 in ill-gotten gains and prejudgment interest thereon.

The judgment required Vaghar to disgorge $366,001 in ill-gotten profits and interest, but waived all but $33,000 because he couldn’t pay it.

Likewise, the judgment against Khoury imposed $198,607 in disgorgement but waived all of it because of an inability to pay.

Gowrish has not settled the charges. The SEC is seeking disgorgement of illicit profits and financial penalties against him.

“This is a case where the defendants tried to hide their trading, the tipping and the kickbacks, but we were still able to make the case,” said Robert Kaplan, an assistant director in the SEC’s enforcement division. “They key for us was rigorous trading analysis. That is how we started the case rolling.”

Two months ago the SEC charged former executives of New York hedge fund Galleon Group with insider trading. Although the Galleon case also has Bay Area connections, it is separate from the new case filed this week.

The case does not charge either TPG, formerly named Texas Pacific Group, nor Lazard with any wrongdoing.

In an internal memo, TPG said Gowrish was 27 when he was hired. In August 2007, Gowrish moved to an affiliate, TPG Credit in Minneapolis, and left that firm in April.

In the memo, TPG co-founder Jim Coulter said, “The alleged breach of the law and violation of our firm’s policies, if true, is deplorable and is an affront to each and every member of the firm. TPG is committed to ensuring scrupulously proper conduct by all of its employees and full compliance with the law. We will not tolerate even the appearance of impropriety.”

In a criminal case, the U.S. attorney’s office in San Francisco charged Zaman with one count of securities fraud. An attorney for Zaman had no comment. Attorneys for the other defendants did not return phone calls.

Net Worth runs Tuesdays, Thursdays and Sundays. E-mail Kathleen Pender at kpender@sfchronicle.com.

This article appeared on page D – 1 of the San Francisco Chronicle