Armed with insider information about problems with a merger with Walgreens, a Rite Aid compliance executive who oversaw its corporate code of conduct sold company stock to save himself and his family over $150,000, according to a federal lawsuit filed Thursday by the Securities and Exchange Commission (SEC).
The SEC charged former Rite Aid vice president Steven Sheinfeld of Florida with insider trading in a complaint filed in U.S. District Court, Middle District of Pennsylvania. The SEC said Sheinfeld, working on merger-related compliance tasks at Rite Aid’s Pennsylvania-based headquarters, learned the Federal Trade Commission (FTC) would delay approval of a Walgreens-Ride Aid merger past a Jan. 27, 2017, scheduled deadline.
At the time of the stock sales, Sheinfeld had been with Rite Aid since 1994 and was working as vice president of Internal Assurance Services. The position was part of Rite Aid’s Internal Audit/Compliance department, and Sheinfeld reported to the company’s chief compliance officer, the complaint said. As part of his role, Sheinfield oversaw the company’s code of conduct, which explicitly addresses insider trading.
Sheinfeld “served as the Chair of Rite Aid’s Policy Oversight Committee, which was a committee comprised of personnel from various Rite Aid departments that oversaw all Rite Aid policies, and Sheinfeld’s responsibilities included overseeing and implementing a range of employee policies, including the Code of Conduct,” the SEC complaint said. He was also a CPA, but his certification lapsed in 2017.
According to the SEC, Sheinfeld obtained the material nonpublic information about the merger while performing compliance-related tasks for the Integration Management Office (IMO). The IMO was formed in 2015 with both Rite Aid and Walgreens employees whose goal was to prepare for the merger of the two companies. All information generated by the IMO was considered confidential, and employees receiving information were told it should not be shared with anyone.
At the request of the IMO, Sheinfeld was tasked with evaluating Walgreens’ “Day One” policies—that is, “Walgreens’ corporate policies that would immediately apply to all Rite Aid employees when the Planned Merger closed,” the complaint said. The plans required approval from all members of Rite Aid’s Policy Oversight Committee. Sheinfeld worked on the Day One policies after hours and on weekends from Jan. 13-16, the complaint said, and provided steady updates on his progress to the committee.
On Jan. 17, Sheinfeld received an email from a Rite Aid executive telling him there was “no urgency” to complete the Day One Project “because we likely will not make the 1/27 date.” He pressed his contact to confirm the information with an executive at Walgreens, and the executive forwarded him a copy of an email from the Walgreens executive that ended: ”I think we can relax this deadline some since it is doubtful closing will occur by 1/27. Thanks!”
The next day, Jan. 18, Sheinfeld contacted his broker and sold $1 million worth of his own company stock. On Jan. 19, he sold Rite Aid stock owned by two relatives. The entire stock sales likely saved him and his family $155,000, the SEC said.
On Jan. 20, when news of the FTC’s antitrust concerns about the merger were reported by Bloomberg News and other outlets, the value of Rite Aid’s stock fell 13 percent. Walgreens later announced it was lowering the price-per-share it would pay to buy Rite Aid, from $9 per share to between $6 and $7, the SEC said.
“Sheinfeld knew, or was reckless in not knowing, that he had a duty not to trade Rite Aid securities on the basis of confidential information about the planned merger, including information about FTC approval of the planned merger and the likely timing of the planned merger,” the SEC said.
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