Hong Kong SFC Appeals Tribunal Imposed 2 Years Suspension for Trafalgar Capital Mgmt Hedge Fund Manager Christopher James Aarons for Using Material Non-Public Information for Share Trading in Korea
30th September 2022 | Hong Kong
Hong Kong Securities & Futures Commission (SFC) Appeals Tribunal has imposed a 2-years suspension (reduced from 3 years) on Trafalgar Capital Mgmt hedge fund manager Christopher James Aarons for using material non-public information for share trading in Korea. Hong Kong SFC: “The SFC’s disciplinary action followed administrative proceedings against Aarons in South Korea. The Korean regulatory authorities found that Aarons had breached Korean legislation by dealing in the shares of a securities company listed on the Korea Exchange (KRX) based on material non-public information in circumstances that prohibited such dealing. The information concerned a block trade of shares of the KRX-listed securities company which Aarons had obtained from a sell-side broker during a “market sounding” call in January 2016 that preceded the public announcement of the block trade.” Ashley Alder, HK SFC Chief Executive Officer: “The SFAT’s determination sends an unmistakable message to the market that both sell-side brokers and buy-side participants have obligations to uphold market integrity by maintaining the confidentiality of non-public information on block trades or private placements during the market sounding process. We would not tolerate misuse of such information and individuals who abuse the process warrant severe sanctions.” See official statement below.
“ Hong Kong SFC Appeals Tribunal Imposed 2 Years Suspension for Trafalgar Capital Mgmt Hedge Fund Manager Christopher James Aarons for Using Material Non-Public Information for Share Trading in Korea “
SFC Official Statement
SFAT affirms SFC decision to suspend hedge fund manager Christopher James Aarons
The Securities and Futures Commission (SFC) has suspended Mr Christopher James Aarons, responsible officer (RO) and chief executive officer of Trafalgar Capital Management (HK) Ltd. (Trafalgar), for two years from 27 September 2022 to 26 September 2024 after the Securities and Futures Appeals Tribunal (SFAT) upheld the SFC’s disciplinary action against him for breaches of the SFC’s Code of Conduct (Notes 1 & 2).
The SFC’s disciplinary action followed administrative proceedings against Aarons in South Korea. The Korean regulatory authorities found that Aarons had breached Korean legislation by dealing in the shares of a securities company listed on the Korea Exchange (KRX) based on material non-public information in circumstances that prohibited such dealing.
The information concerned a block trade of shares of the KRX-listed securities company which Aarons had obtained from a sell-side broker during a “market sounding” call in January 2016 that preceded the public announcement of the block trade (Note 3).
It was determined in the Korean proceedings that although the name of the securities company was not mentioned during the call with the broker concerned, there was nevertheless sufficient particularity in the information that was imparted to enable Aarons to satisfy himself that the information must relate to the company.
Aarons was not wall-crossed during the call with the broker, but he cut short the call with the broker and arranged short swaps in the company’s shares about 20 to 25 minutes after he had obtained the information from the broker (Notes 4 to 6).
The SFC found that Aarons’ conduct was such that he was not a fit and proper person to continue to be licensed as a representative or to remain as an RO of Trafalgar, having regard to General Principles 1 and 7 of the Code of Conduct. The SFAT also upheld the SFC’s decision to suspend Aarons’ licence to act as a representative and his approval to act as an RO, but varied the period of the suspension from three years to two years.
Mr Ashley Alder, the SFC’s Chief Executive Officer, said: “The SFAT’s determination sends an unmistakable message to the market that both sell-side brokers and buy-side participants have obligations to uphold market integrity by maintaining the confidentiality of non-public information on block trades or private placements during the market sounding process. We would not tolerate misuse of such information and individuals who abuse the process warrant severe sanctions.”
In the SFAT determination, Justice Hartmann said that, in the course of a conversation of the kind initiated by the broker, “a party being approached – a buy-side participant – has the obligation at all times to consider the nature of the material being imparted and whether the nature and extent of that information binds him or her to confidentiality.”
“Put simply, a buy-side participant cannot take advantage of the delay or negligence of a sell-side broker by acting for purposes of gain on what he knows to be material non-public information received. Such conversations embody mutual good faith and adherence to fair conduct. If it was otherwise, the essential integrity of these important dealings would be undermined,” Justice Hartmann added.
Notes:
- Aarons is licensed under the Securities and Futures Ordinance to carry on business in Type 9 (asset management) regulated activity. Aarons has been accredited to Trafalgar and approved to act as its RO for Type 9 regulated activity since 1 February 2010.
- General Principle 1 of the Code of Conduct for Persons Licensed by or Registered with the SFC (Code of Conduct) provides that a licensed person should act honestly, fairly, and in the best interests of its clients and the integrity of the market when conducting business activities. General Principle 7 of the Code of Conduct provides that a licensed person should comply with all regulatory requirements applicable to the conduct of its business activities so as to promote the best interests of clients and the integrity of the market.
- “Market sounding” comprises the communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it, such as its potential size or pricing, to one or more potential investors. This process is typically done in connection with private placement arrangements and block trades.
- “Wall-crossing” refers to a process where a party provides advance or potential inside information to a third party who is then restricted from trading on the information until it is made public. To be wall-crossed in respect of a block trade is to be formally committed to confidentiality, including a commitment to refrain from dealing in the shares which are the subject of the block trade until that trade has been made known to the market.
- “Short swap” is a way for an investor to enter into a short position of a stock by gaining synthetic exposure to the physical equity, which would allow him to profit from a decline in the price of the stock.
- As a result of the short swap activity, a profit of KRW337.6 million (approximately HK$2.6 million) was generated for the fund managed by Aarons. That was the sum that Aarons was fined in the Korean proceedings.
- Please see the SFAT’s determination for SFAT Application No. 1 of 2021 on its website.
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