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U.S. v. Bauer and Kluger

U.S. v. Bauer and Kluger

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Published by DealBook

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Categories:Business/Law
Published by: DealBook on Apr 06, 2011
Copyright:Attribution Non-commercial

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07/10/2013

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UNITED STATESDISTRICT
COURT
DISTRICTOF NEW
JERSEY
UNITEDSTATES
OF
AMERICACRIMINAL
COMPLAINT
v.
GARRETT
BAUER,alk/a
"M
r.
G," and
MATTHEW
KLUGERMag. No.:11-3536(MF)I,MichaelJ.Doyle, being dulysworn,statethefollowing
is
trueand correct
to
thebest
of
myknowledgeandbelief.
In
or
aboutthe specified dates,
in
the District
of
New
Jerseyand elsewhere,the defendantsGARRETT BAUER and
MATTHEW
KLUGER(as specifiedbycount)did:SEE ATTACHMENT AI furtherstatethat Iam a Special Agent withthe Federal Bureau
of
Investigation,andthat thiscomplaint
is
basedonthe following facts: SEE ATTACHMENT Bcontinuedon theattached pages andmadea parthereof.
~ / ~ & 
MichaelJ.Doyle,Special Agent FederalBureau
of
InvestigationSwornto before me andsubscribed
in
mypresence,on April
5,
20
II
at Newark,
New
Jersey
1i:/;-h'!I.t--
HO
NORABLE
MARK
FALK
UN
ITEDSTATES MAGISTRATEJUDGE
 
ATTACHMENT
A
COUNTl
(Conspiracy to Commit Securities
Fraud
-Insider Trading)
From in or about 1994 through in
or
about March 2011, in the District
of
New
Jersey andelsewhere, defendantsGARRETT BAUERandMATTHEWKLUGERdid knowingly and willfully combine, conspire, confederate and agree with each other,
CC-l,
andothers to commit offenses against the United States, namely, securities fraud, by using andemploying by the direct and indirect use
of
the means and instrumentalities
of
interstatecommerce and the mails, in connection with the purchase and sale
of
securities, manipulative anddeceptive devices, including the purchases and sales
of
securities
of
issuers on the basis
of
material nonpublic information about those securities and issuers, in breach
of
a duty
of
trust andconfidence that was owed directly, indirectly, and derivatively, to the issuers
of
those securities,the shareholders
of
those issuers, and to other persons who are the source
of
the materialnonpublic information, contrary to Title
15,
United States Code, Sections 78j(b) and 78ff, andTitle 17, Code
of
Federal Regulations, Sections 240.1
Ob-5
and 240.1 Ob5-2.
Overt Acts
In furtherance
of
the conspiracy and to effect the illegal object thereof, the followingovert acts, among others, were committed in the District
of
New
Jersey and elsewhere:
1.
In
or
about April 2009, defendant MATTHEW KLUGER accessedconfidential, material nonpublic information from Wilson Sonsini Goodrich & Rosati
PC's
("Wilson Sonsini") computer system regarding Oracle Corporation's proposed acquisition
of
SunMicrosystems, Inc. and shared that information with Coconspirator # 1
("CC-l")
so defendantGARRETT BAUER could purchase Sun Microsystems stock, on
behalf
of
himself, defendantMATTHEW KLUGER and
CC-l.
2. Between
on or
about April
17,2009
and
on
or
about April 20, 2009,defendant GARRETT
BAUER
caused the purchase
of
approximately 4,489,375 shares
of
SunMicrosystems stock.3. In
or
about August 2009, defendant MATTHEW KLUGER accessedconfidential, material nonpublic information from Wilson Sonsini's computer system regardingAdobe Systems, Inc.
's
proposed acquisition
of
Omniture, Inc. and shared that information with
CC-l
so defendant GARRETT BAUER could purchase Omniture stock.
 
4.
Between on or about August 24, 2009 and on
or
about September 9, 2009,defendant GARRETT BAUER caused the purchase
of
approximately 1,280,307 shares
of
Omniture stock.
In
violation
of
Title 18, United States Code, Section 371.
COUNTS 2 Through
12
(Securities Fraud -Insider Trading)
On or about the dates set forth below, in the District
of
New Jersey and elsewhere,defendantsGARRETT BAUERandMATTHEW KLUGERby use
of
the means and instrumentalities
of
interstate commerce, the mails, and facilities
of
national securities exchanges, directly and indirectly, knowingly and willfully used manipulativeand deceptive devices and contrivances in contravention
of
Title 17, Code
of
FederalRegulations, Section 240.1
Ob-5
(Rule"
1Ob-5") in connection with the purchases and sales
of
securities by (a) employing devices, schemes, and artifices to defraud members
of
the investingpublic; (b) making untrue statements
of
material facts and omitting to state material factsnecessary in order to make the statements made,
in
the light
of
the circumstances under whichthey were made, not misleading; and (c) engaging in acts, practices, and a course
of
businesswhich operated and would operate as a fraud and deceit upon persons, in that they executed andcaused the execution
of
the securities transactions listed below based upon the material,nonpublic information defendant MATTHEW KLUGER obtained through his employment as anattorney in Wilson Sonsini' s Mergers
&
Acquisitions department and elsewhere:
2

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