A QUESTION OF ETHICS
Between 1970 and 1981, Sanford Weill served as the chief executive officer (CEO) of Shearson Loeb Rhodes and several of its predecessor entities (collectively Shearson). In 1981, Weill sold his controlling interest in Shearson to the American Express Co, and between 1981 and 1985, he served as president of that firm. In 1985, Weill developed an interest in becoming CEO for BankAmerica and secured a commitment from Shearson to invest 1 billion in BankAmerica if he was successful in his negotiations with that firm. In early 1986, Weill met with BankAmerica directors several times, but these contacts were not disclosed publicly until February 20, 1986, when BankAmerica announced that Weill had sought to become its CEO but that BankAmerica was not interested in his offer. The day after the announcement, BankAmerica stock traded at prices higher than the prices at which it had traded during the five weeks preceding the announcement. Weill had discussed his efforts to become CEO of BankAmerica with his wife, who had discussed the information with her psychiatrist, Dr. Willis, prior to BankAmerica's public announcement of February 20. She had also told Dr. Willis about Shearson's decision to invest in BankAmerica if Weill succeeded in becoming its CEO. Willis disclosed to his broker this material, confidential information and purchased BankAmerica common stock. After BankAmerica's public announcement and the subsequent increase in the price of its stock, Willis sold his shares and realized a profit of approximately 27,500. The court held that Willis was liable for insider trading under the misappropriation theory.
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