John Green, CFA, is a sell-side technology analyst at Federal Securities, a large global investment banking and
advisory firm. In many of his recent conversations with executives at the firms he researches, Green has heard
disturbing news. Most of these firms are lowering sales estimates for the coming year. However, the stock
prices have been stable despite management's widely disseminated sales warnings. Green is preparing his
quarterly industry analysis and decides to seek further input. He calls Alan Volk, CFA, a close friend who runs
the Initial Public Offering section of the investment banking department of Federal Securities.
Volk tells Green he has seen no slowing of demand for technology IPOs. "We've got three new issues due out
next week, and two of them are well oversubscribed." Green knows that Volk's department handled over 200
IPOs last year, so he is confident that Volk's opinion is reliable. Green prepares his industry report, which is
favorable. Among other conclusions, the report states that "the future is still bright, based on the fact that 67%
of technology IPOs are oversubscribed." Privately, Green recommends to Federal portfolio managers that they
begin selling all existing technology issues, which have "stagnated," and buy the IPOs in their place.
After carefully evaluating Federal's largest institutional client's portfolio, Green contacts the client and
recommends selling all of his existing technology stocks and buying two of the upcoming IPOs, similar to the
recommendation given to Federal's portfolio managers. Green's research has allowed him to conclude that only
these two IPOs would be appropriate for this particular client's portfolio. Investing in these IPOs and selling the
current technology holdings would, according to Green, "double the returns that your portfolio experienced last
year."
Federal Securities has recently hired Dirks Bentley, a CFA candidate who has passed Level 2 and is currently
preparing to take the Level 3 CFA® exam, to reorganize Federal's compliance department. Bentley tells Green
that he may be subject to CFA Institute sanctions due to inappropriate contact between analysts and
investment bankers within Federal Securities. Bentley has recommended that Green implement a firewall to
rectify the situation and has outlined the key characteristics for such a system. Bentley's suggestions are as
follows:
1. Any communication between the departments of Federal Securities must be channeled through the
compliance department for review and eventual delivery. The firm must create and maintain watch, restricted,
and rumor lists to be used in the review of employee trading.
2. All beneficial ownership, whether direct or indirect, of recommended securities must be disclosed in writing.
3. The firm must increase the level of review or restriction of proprietary trading activities during periods in
which the firm has knowledge of information that is both material and nonpublic.
Bentley has identified two of Green's analysts, neither of whom have non-compete contracts, who are preparing
to leave Federal Securities and go into competition. The first employee, James Ybarra, CFA, has agreed to
take a position with one of Federal's direct competitors. Ybarra has contacted existing Federal clients using a
client list he created with public records. None of the contacted clients have agreed to move their accounts as
Ybarra has requested. The second employee, Martha Cliff, CFA, has registered the name Cliff Investment
Consulting (CIC), which she plans to use for her independent consulting business. For the new business
venture, Cliff has developed and professionally printed marketing literature that compares the new firm's
services to that of Federal Securities and highlights the significant cost savings that will be realized by switching
to CIC. After she leaves Federal, Cliff plans to target many of the same prospects that Federal Securities is
targeting, using an address list she purchased from a third-party vendor. Bentley decides to call a meeting with
Green to discuss his findings.
After discussing the departing analysts. Green asks Bentley how to best handle the disclosure of the following
items: (1) although not currently a board member. Green has served in the past on the board of directors of a
company he researches and expects that he will do so again in the near future; and (2) Green recently inherited
put options on a company for which he has an outstanding buy recommendation. Bentley is contemplating his
response to Green.
According to Standard 11(A) Material Nonpublic Information, when Green contacted Volk, he: