
This matter involves the failure by SGAS (by and through the transactions described in paragraph 5. below) and Barthelemy to reasonably supervise Guillaume Pollet (“Pollet”), a former managing director at SG Cowen Securities Corporation (“SG Cowen”). Pollet was the head of SG Cowen’s two-person Reg. D/Private Placement desk (“Reg. D Desk”), in charge of investing the capital of SG Cowen’s parent, Société Générale (“SG”), in private issuances of public equities, popularly known as “PIPE” transactions. During 2001, Pollet violated the antifraud provisions of the federal securities laws by selling short the publicly traded securities of PIPE issuers prior to the close of the PIPE transaction in which he was investing or contemplating investing. In certain instances, Pollet’s short-selling was contrary to specific representations in Securities Purchase Agreements (“SPAs”), including representations that no short selling or trading in the issuer’s securities had taken place. With respect to ten PIPE transactions, Pollet’s pre-close short selling also constituted unlawful insider trading. All of the trading took place in an SG proprietary account, which made at least $5.75 million in profits from Pollet’s unlawful conduct.