Source: United States Department of Justice News
WASHINGTON – A Brazilian national, previously working as a visiting international attorney, is charged by complaint, unsealed today, with insider trading. Romero Cabral Da Costa Neto (Costa), 33, of Rio de Janeiro, Brazil, is a licensed attorney in Brazil who had been working as an international visiting attorney in the United States, on a one-year J-1 Visa, at a U.S. law firm (the Law Firm). Costa was arrested on August 22, 2023, in Washington, D.C., by agents with the FBI’s Washington Field Office.
The charges were announced by U.S. Attorney Matthew M. Graves and Acting Special Agent in Charge David Geist, of the FBI Washington Field Office’s Criminal and Cyber Division.
According to the public documents, Costa is an attorney licensed to practice in Brazil and had been working in the United State for the Law Firm since September 2022. During that time, Costa has executed multiple stock trades in companies represented by the Law Firm. As confirmed by the Law Firm records, Costa accessed internal Law Firm files in advance of public market-moving announcement.
According to the complaint, one of these trades involved Company B. Company B is a Seattle-based biotech company represented by the Law Firm. In or around April of 2023, Company C, a Swedish international biopharmaceutical company began negotiations to acquire Company B. Both Company B and C were public companies. Company B’s Board of Directors held several meetings throughout April and into early May discussing transaction prices and terms of the sale. Representatives of the Law Firm attended these meetings and prepared documents relating to these meetings.
In early May 2023, Company B, whose stock was trading at around $4.80 informed Company C that they would sell to Company C for a price above $9.00 per share. On May 9, 2023, Company C relayed an offer to buy all outstanding common stock in Company B for $9.10 per share. The stock was trading at $4.82 on May 9, 2023. The Board of Directors approved the sale at $9.10 and both Company B and C announced the $1.7 billion transaction in the early morning hours of May 10, 2023. Trading in Company B opened at $8.91 per share on May 10, 2023.
According to public documents, Costa used two online trading firms to purchase 10,400 shares in Company B on May 9, 2023, for $49,976. Costa then sold his holdings in Company B on May 10, 2023, for $92,635.24, resulting in a one-day investment profit of $42,649.13.
According to the Complaint, Costa improperly accessed Law Firm files related to Company B in the lead up to this merger. Costa was not assigned to this transaction and had no legitimate reason to access and view these files related to this matter. Costa accessed files over 100 times in advance of the sale.
The complaint further alleges that on June 2, 2023, Costa purchased stock in Company E – another company that was represented by the Law Firm – one day before Company E went public with information about drug treatment for patients with a specific cancer. The stock rose following the announcement. Costa sold his position on June 5, 2023.
On June 6, 2023, the Law Firm issued an opinion related to a secondary stock offering on behalf of Company E which had the effect of driving down the value of the stock. Costa was able to purchase shares of Company E immediately before a positive market event and then quickly sell before the subsequent negative market event, profiting by approximately $1,000 from these transactions. According to the complaint, Costa improperly accessed Law Firm files related to this matter in the lead up to the announcements. Costa was not assigned to this matter and had no legitimate reason for accessing these files.
Costa is again alleged to have improperly accessed Law Firm documents and files related to Company F, another firm client. On June 15, 2023, Company F and Company G announced a merger in an all-stock deal to create a $5.4 billion oilfield services firm. Between June 8, 2023, and June 12, 2023, Costa purchased approximately 7,000 shares of Company G in advance of this merger announcement. He subsequently sold the shares and profited approximately $8,500 from the transactions. Costa was not assigned to this matter and had no legitimate reason to access these files.
Insider trading carries a statutory maximum of 20 years in prison. The charge also carries potential financial penalties. The maximum statutory sentence for federal offenses is prescribed by Congress and is provided here for informational purposes. The sentencing will be determined by the court based on the advisory Sentencing Guidelines and other statutory factors.
This case is being investigated by the FBI’s Washington Field Office. It is being prosecuted by Assistant U.S. Attorney Kevin Rosenberg, of the U.S. Attorney’s Office for the District of Columbia.
Today, the U.S. Securities and Exchange Commission’s Philadelphia Regional Office, which provided invaluable assistance in this matter, filed a parallel civil complaint charging Costa with securities violations.
A Complaint is merely an allegation, and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.