Full opinion text
OPINION, FINDINGS OF FACT, AND CONCLUSIONS OF LAW NEWMAN, Senior Judge: The United States Securities and Exchange Commission (“SEC”), brings this civil securities fraud enforcement action against Frederick Augustus Moran (“Moran Sr.”), Frederick Winston Moran (“Moran Jr.”), Moran Asset Management Inc. (“Moran Asset”), and Moran & Associates, Inc., Securities Brokerage (“Moran Brokerage”). Specifically, the SEC alleges that Moran Sr., Moran Jr., Moran Asset, and Moran Brokerage engaged in insider trading thereby violating Section 10(b) of the Securities Exchange Act of 1934 [“the Exchange Act”] and Rule 10(b)(5) thereunder; that Moran Sr. and Moran Asset defrauded their clients in violation of Sections 206(1) and (2) of the Investment Advisers Act of 1940 [“the Advisers Act”]; and that Moran Sr., Moran Asset, and Moran Brokerage made willful misstatements and omissions in violation of Sections 204 and 207 of the Investment Advisers Act of 1940, Rule 204-l(b)(l) thereunder, Section 15(b) of the Securities Exchange Act of 1934, and Rule 15b3-l thereunder. The SEC seeks judgment permanently enjoining each of the defendants from violating the pertinent provisions of the Exchange Act and the Advisers Act, disgorgement of all illegal profits, prejudgment interest arising from the alleged insider trading, payment of three time civil penalties based on the insider trading, and civil money penalties for the violations of the Advisers Act alleged in the complaint. The defendants deny each of the allegations lodged against them and seek dismissal of the complaint. The matter arises under the court’s jurisdiction, pursuant to the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-l, and 78aa] and the Advisers Act [15 U.S.C. §§ 80b-9(e) and 80b~14], With the consent of each party, the court bifurcated the liability phase of this case from any subsequent penalty phase. See Order dated October 30, 1995. Accordingly, the only issues presented to the court at this juncture are the liability of the defendants for the charges in the complaint. The case was tried to the court in a twelve day bench trial. In conformity with F.R.C.P.Rule 52(a), the following constitutes the court’s findings of fact and conclusions of law. THE RECORD In its direct ease, the SEC presented eight witnesses: John Reddan, executive vice-president and security analyst for Moran & Associates Securities Brokerage from May 1985 until October 31, 1995; defendant Frederick Winston Moran, a vice-president at Salomon Brothers; defendant Frederick Augustus Moran, president of Moran Asset Management and Moran & Associates Brokerage; Richard Scribner, chief compliance officer for Salomon Brothers, Inc.; Edward Meyercord, vice-president in investment banking for Sa-lomon Brothers; Frank Poli, an attorney, who in 1993 was the head trader for Moran Asset Management; Peter D. Crawford, executive director of investor relations and share owner relations for Bell Atlantic Corporation; and Kevin Tarrant, manager of investor relations for Bell Atlantic Corporation. Defendants did not present any witnesses. On rebuttal plaintiff called Raymond Liguori, who was employed as the telecommunication analyst for Salomon Brothers in October 1993. Pursuant to agreement by counsel and F.R.C.P.Rule 32(a)(3)(E), the depositions of Susan Putnam, vice-president of Moran Asset and Moran Brokerage, Katherine Dietze Courage, a director at Salomon Brothers, Richard Holbein, the president of Pension Asset Consulting Associates Inc., and Jennifer Netterville, the investment officer of Louisiana Teacher’s Retirement Fund, were admitted into evidence. The parties moved 213 exhibits into evidence. CONTENTIONS OF THE PARTIES The SEC alleges that Moran Sr. and his companies acted upon inside information about two cable companies provided by Moran Jr, his son. According to the SEC, Moran Jr. “tipped” Moran Sr. with respect to a merger between Bell Atlantic and Telecommunications Incorporated (“TCI”). This circumstantial case revolves around the fact that Moran Jr., as an employee of Salomon Brothers, was in possession of material, nonpublic information with respect to the Bell Atlantic-TCI merger. Moran Sr. who had previously been reticent to trade cable stocks, after a series of phone conversations with Moran Jr., made large purchase of Liberty, TCI and other cable company stocks on October 11, 1993, two days before the October 13, 1993 official announcement of the merger. The SEC argues that because Moran Sr. and his companies had lost substantial money and clients as the result of a very unsuccessful prior investment in Chamber Development stock, Moran Sr. needed a “sure winner.” Moreover, plaintiff contends that Moran Jr. had a history of violating Solomon Brothers’ policies regarding confidential information in order to benefit Moran Sr.’s firms, thereby demonstrating an intent on the part of Moran Jr. to provide his father with confidential information. Finally, plaintiff alleges that because Moran Sr. had previously been bearish on cable, these October 11th stock purchases constituted an aberrant trading pattern for Moran Sr., there were several phone calls between Moran Sr. and Jr., including one for over forty minutes the week before Moran Sr. made the stock purchases, and Moran Sr. faxed to Moran Jr. the Moran “morning meeting notes” specifying the switch in cable policy on the morning of the stock purchases indicates that the defendants traded the cable securities as a result of material, non-public information in violation of the Exchange Act and Rules thereunder. The SEC further states that Moran Sr. and Moran Asset violated sections 206(1) and (2) of the Advisers Act. Specifically, it charges that Moran Sr. allocated shares of Liberty stock to his personal and family account at a lower price than paid by his clients, thereby placing his own interest above that of his clients. Additionally, the SEC claims that Moran Sr. and his companies violated Sections 204 and 207 of the Advisers Act, as well as, Section 15(b) of the Exchange Act. Although Moran Asset was required to promptly file amendments to its Form ADV when previous information became inaccurate, the SEC asserts that Moran Asset did not include the names of Moran Sr.’s wife and two of his children who were named as directors. The SEC points out that even when the Form ADV was amended to include Moran Sr.’s wife, no mention was made of his two children who had been elected directors. Further, the SEC charges that Moran Brokerage violated the Exchange Act in that an amendment to its Form BD was not timely filed when Moran Sr.’s wife and children became directors. Moran Sr., as a “control person” of the companies is charged with accomplice liability of these omissions which plaintiff maintains are willful and material. Defendants deny each of the charges. Specifically, Moran Sr. and Moran Jr. respond that Moran Jr. in no way “tipped” any material non-public information with respect to the Bell Atlantic-TCI merger. Defendants maintain that Moran Sr.’s change of heart regarding the cable stocks came about as a result of the actions of Dr. John Malone, a “giant” in the cable industry. Moran Sr. claims that his return to purchasing cable stocks resulted fi*om following Malone’s lead. Indeed, defendants additionally point out that news of the impending merger was made public through newspaper articles in the New York Times and the Wall Street Journal. Moran Sr. argues that it was during the weekend of October 9-10, after reading a Wall Street Journal article about a merger between TCI and Liberty, that he made his final decision to begin investment in cable stocks. Defendants Moran Sr. and Moran Asset also dispute the allegations regarding the Advisers Act. Moran Sr. asserts that while there was an error with regard to the amount of stock that was purchased as well as its allocation, the error was an honest mistake that did not involve any fraud or misrepresentation with respect to the dissemination of investment advice. Moreover, defendants contend that there was no “willful” omissions on either the Form ADV or Form BD. While Moran Sr. concedes that his wife and two sons were not listed on the forms as directors, he maintains that such omission was inadvertent and was ultimately corrected. In addition, defendants contend that the omitted information was not “material” and therefore its omission was not a violation of securities law. Finally, the parties disagree as to the appropriate burden of proof for this ease. The SEC argues that the proper burden of proof is preponderance of the evidence. Defendants counter that because the potential liability faced by the defendants would in effect constitute a loss of livelihood, the proper standard is proof by clear and convincing evidence. FINDINGS OF FACT Frederick Augustus Moran (“Moran Sr”) is the president and principal portfolio manager of Moran Asset Management Inc., as well as the president and director of research of Moran & Associates, Inc. Securities Brokerage. Frederick Winston Moran Jr. (“Moran Jr.”) is Moran Sr.’s eldest son and has been employed since March 1993 by Sa-lomon Brothers Inc. as an analyst specializing in the cellular telephone and wireless communications industries. In July 1993, while working for Salomon Brothers, Moran Jr. expanded his focus to the cable television industry for Salomon Brothers. Moran Asset Management, Inc. (“Moran Asset”) since 1986 has been a registered investment adviser. Moran & Associates, Inc. Securities Brokerage (“Moran Brokerage”) since 1987 has been a registered broker-dealer. Moran Sr. and his wife Joan, during the periods in question each owned 50% of the stock of Moran Asset and Moran Brokerage. The Insider Trading Claim Overview of Events On October 3, 1993, Moran Jr. was “brought over the wall” at Salomon Brothers with regard to a proposed merger between Telecommunication Incorporated (“TCI”) and Bell Atlantic. Moran Jr. was told that the official announcement of the merger would come “within a week to two weeks” (R. 437). On Wednesday, October 6, Moran Jr. was briefed on the details of the proposed Bell Atlantie/TCI merger and told by Edward Meyercord that the announcement was expected to take place early the following week. Moran Jr.’s understanding was that the announcement date “would probably be the 13th, or certainly the 12th, 13th, or 14th” (R. 437). On Thursday, October 7, the Wall Street Journal published an article entitled “TCI Reported In Talks To Buy Liberty Media” (Exhibit 11). Moran Jr. attended a meeting at Bell Atlantic headquarters in Philadelphia on October 9,1993. The purpose of the meeting was twofold. First, there were discussions about how to best market the Bell Atlantie/TCI merger. Second, the speech that the president of Bell Atlantic would deliver when the deal was announced was drafted. At this meeting Salomon Brothers representatives, including Moran Jr., learned for the first time that the definitive date of the announcement regarding the merger was October 13. According to Meyercord, “there was a very detailed media plan that was put together and ... there was to be a public announcement in New York City in the morning in which the analyst community would be present” (R. 894). This media plan also set forth October 13 as the date of the public announcement (Exh. 1). On October 11, 1993 Moran Sr. bought approximately 340,000 and 203,000 shares of TCI and Liberty stock respectively. During the evening of October 12, Moran Jr. told employees of Moran Asset and John Reddan about the merger. The proposed merger of Bell Atlantic and TCI was publicly announced by a press release issued at approximately 7:00 a.m. on October 13. Moran Sr. ’s Trading Practice From 1987 through 1991 Moran Sr. invested at least 35% and as much as 45% of his clients’ managed funds in cable television stocks. In 1991, Dr. John Malone, the President and Chief Executive Officer of TCI, the largest cable company in the world, began moving his personal wealth out of TCI, a cable television operator company, and into Liberty, a programing company. Moran Sr. testified that at the time of Malone’s transaction, the move did not seem significant “because [Moran Asset’s] impression was that [Malone] had exercised only half of his rights and [Moran Sr.] thought that was therefore a case of saying to the world I am not abandoning Liberty and it was something he did with that in mind and he had not exercising all of Ms rights” (R. 1406-07; 1411 Moran Sr. Exh. CX). At that juncture, Moran Sr. believed that Malone was actually increasing his backing of TCI and therefore Moran Sr. increased Ms purchases of TCI stocks. In fact, however, Dr. Malone was tendering all of Ms TCI shares in exchange for increased stocks in Liberty (R. 773, 1413; Moran Sr. Exhs. CW, CQ). From October 25, 1991, when Dr. Malone publicly disclosed his venture into Liberty, and until Liberty recombined with TCI, Liberty’s stock price had increased by 3000 percent. During tMs time Moran Sr. was still a proponent of cable stocks. Beghming in 1992 Moran Sr.’s view of the cable industry began to change. In addition, Moran Sr. learned on January 7, 1992 that Malone had actually liquidated Ms TCI holdings to pay for Ms investment in Liberty. Moran Sr. was further aware that Malone was an outspoken critic of government regulation of the cable industry and predicted a negative impact would result. In response to the problems he believed would result from increased regulation of the cable industry, as well as the discovery that Malone had in fact been divesting himself from TCI holdings, Moran Sr. began selling cable stocks in Moran Asset’s client accounts beginning in 1992 (R. 780-82; Exhs. 39^0). On January 8, 1992 Moran Sr. began selling TCI and Com-cast stock and within several weeks Moran Asset sold out all its cable stock positions almost completely. According to Moran Sr., the decision to sell was made by him without first consulting Moran Jr. or John Reddan. In addition to selling TCI stock, Moran Sr. decided to cover the short position he had in Liberty stock. According to Reddan, the short position was closed at a substantial loss. With respect to Moran Sr.’s reaction after these transactions, Redden testified that “[Moran Sr.] said we’ve got to learn our lesson here. Malone has a tremendous following. [Moran Sr.] never wanted to go against him again. And it was more — our feeling that Malone’s following was more powerful than we had estimated” (R. 775). During 1993, Malone appeared to be moving further into programming and away from cable television. This move was well documented in Moran Brokerage Morning Meeting Notes. Specifically, the notes stated: There is a rumor that TCI will purchase Liberty Media’s cable properties. This would mean 1) John Malone would be reducing further Ms cable interests and moving further into programming inMbits the cable companies ability to pass on programming price increases. (Morning Meeting Note May 27,1993, Moran Sr. Exh. K). NYT article: — Cable television John Malone is moving further into programming in response to regulatory and technological changes. (Morning Meeting Note, June 1,1993, Moran Sr. Exh. L). Fortune article: John Malone calls President Clinton a bold face liar. Two possible reasons for tMs unguarded behavior are: 1) he is so frustrated with what Congress has done to the cable industry, or 2) won’t be around to bear the consequences. Recently he has begun to say it is too much trouble for him to be Chairman of both Liberty Media and Telecommumcations. (Morning Meeting Note, June 14, 1993, Moran Sr. Exh, M). [Liberty Media is] rumored to be planning to swap its interests in cable system for TCI’s interest in programming assets— especially Turner Broadcasting and Discovery Channel. Malone is moving away from cable systems and toward programming. (Morning Meeting Note, September 20,1993, Moran Sr. Exh. N). It is undisputed that from 1992 and into August 1993 Moran Sr. was “bearish” on cable stocks. Indeed, published materials from Moran Brokerage clearly demonstrate Moran Sr.’s unfavorable view of cable stock. In Moran Asset’s morning meeting notes from March, April, and June 1998, Moran Sr. predicted that “cable TV stocks, as a group, offer modest upside potential and substantial downside risk,” that regulation “was more severe than our forecasted worst case scenario,” and that “the focus on technology in cable is causing investors to overlook a serious negative — reregulation” (Exhs. 38 and 45). Included in Moran Sr.’s negative view of the cable television industry was TCI. Aside from completely liquidating all of the Moran Asset’s holdings in TCI in 1992, Moran Asset’s good relationship with TCI came to an end because according to Reddan, “we had become negative on the cable industry” (R. 61). In the Moran Morning Meeting notes of July 20, 1993, Moran Brokerage concluded that: [TCI] Conference call regarding effects of reregulation: effect is somewhat less than expected. Annual revenue is reduced roughly 3% to 4% compared to a 6% to 8% expected.... Even with relatively mild effects, six of TCI’s credit agreements will go into technical default. Continue to recommend strength as growth will be very tough over next year. (Exh. 107). Even as late as September 24, 1993 Moran’s morning meeting note stated that “Sumner Redstone’s antitrust lawsuit against TCl, Liberty Media and QVC has very serious long term negative implications for those companies. It is likely to ... increase regulatory scrutiny or pressure on those companies” (Exh. 38 at 55; R. 1172-73). Moran Sr.’s position on cable stocks becomes an issue of dispute between the parties starting in September 1993. The last recommendation to sell cable stocks appeared in Moran Brokerage’s morning meeting note for August 26,1993 (Moran Sr. Exh. BF). While future morning meeting notes, up until the time in question did not include a recommendation to buy cable stocks, the recommendation was the more neutral “hold.” According to Reddan, Moran Sr. “began to soften his views in September of 1993, and in October of 1993 he changed his views” (R. 782). In support of his claim that he was changing his view of cable stocks, Moran Sr. points to the fact that he, along with Susan Putnam, attended a Donaldson Lufkin & Jenrette media conference relating in part to the cable industry from September 20 to September 22, 1993. While there, Moran Sr. learned both that the industry was developing the technology to compete with local telephone companies for long distance access charges by enabling cable companies to carry long distance service over coaxial telephone lines and that Bell Atlantic was permitting cable companies to access its research related to video service over the “twisted pair” copper wires which carry telephone service (R. 1464r-1468; Moran Sr. Exh. 0). Moran Sr. also learned of technological advances being made by cable companies with respect to their potential long distance capabilities on September 23, 1993 at a Scientific Atlanta meeting. Believing that this innovation could produce an “enormous revenue stream” for cable companies, Moran Sr.’s notes made at the conference read: “Conclusions — sell [local exchange carriers] ... buy cable” (R. 1468-1471; Moran Sr. Exh. P). In fact, Moran Sr. set forth in the Moran Brokerage Morning Meeting Notes of September 24, 1993 that: Bottom Line: Of all these competitors, the telcos are in poorest position to compete in video services. Cable companies will enter the long distance telephone business. Cable companies in nine months will attach unit to outside of the home that will reverse amplifiers on existing coax reverse line, will carry the telephone signal. Long distance calls will be offered. AT & T wants the cable companies there to reduce the access charges. Cable companies will be looking at an enormous revenue stream Moran Sr. Exh. S. Thus, Moran Sr. asserts, the evidence demonstrates that he was now “primed to get back into cable.” See Frederick A. Moran’s Post Trial Brief, p. 19. The SEC, on the other hand, argues that the Moran Sr.’s claim that he was turning bullish on cable stocks beginning in August 1993 is contradicted “not only by the morning meeting notes, but also by the testimony of Susan Putnam.” See, Plaintiffs Proposed Finding of Fact and Conclusions of Law, p. 35. In support of this claim, the SEC points to the morning meeting note of September 24, 1993 addressing the Redstone anti-trust lawsuit against TCI (Exh. 55). In addition, Putnam stated that after seeing a presentation with respect to the Jones Intercable on September 23, 1993, she suggested to Moran Sr. that it might be an “interesting” investment idea (Putnam Deposition, p. 88). Putnam recalled Moran Sr. telling her that “he felt regulation was still a major problem.” (Id). The SEC maintains that this evidence demonstrates that Moran Sr. was not interested in investing in cable. With respect to the other proof relied upon by Moran Sr., the SEC suggests that the very technology Moran Sr. claims he was impressed with, was actually nothing more than innovations which Reddan had been expecting “for some time during the year 1993” (R. 822). Coupled with the fact that Moran did not buy any cable stock after attending the conferences and assigned Scientific Atlanta to Susan Putnam for further study, the SEC concludes that Moran Sr. was still “bearish” on cable. In resolving this dispute of fact, the court finds that while there is no suggestion that Moran Sr. turned “bullish” on cable stocks in September 1993, there is ample credible evidence that Moran Sr. had begun to soften his view on the cable industry. Indeed, the SEC admits that Moran Sr.’s “firm decided to do more research on the cable phone.” SEC Proposed Findings of Fact and Conclusions of Law, p. 36. Additionally, while the conversation with Putnam indicates Moran Sr. was still concerned with regulation of the cable industry, the court will not ignore the documentary evidence with respect to telecommunications, which Moran Sr. would reasonably consider in deciding upon a position to take about cable stocks. Moreover, contrary to Moran Asset’s practice since 1992, after August 26,1993, Moran Morning Meeting Notes no longer included a “sell” recommendation with respect to cable stocks. Significantly, on August 24, 1993, Bell Atlantic won a lawsuit challenging the 1984 Cable Act, which prohibited telephone companies and their affiliates from providing video programming to subscribers in their own telephone service area. While this decision paved the way for competition in the cable television industry, Moran Sr. viewed the “competition as an alternative to regulation” (R. 1459). Knowing that its monopoly status was behind the regulation of the cable industry, Moran Sr. reasoned that “if you had competition in place instead of regulation, you wouldn’t need regulation” (R. 1459). Finally, Moran Sr. did not fear the idea of competition in the cable industry because he “had clearly determined the cable companies would be overwhelming winners” (R. 1459). Referring to a report Moran Sr. had previously published he stated, “[a]s far back as 1988 we made that decision” (R. 1459; Moran Sr. Exh. A). While the SEC argues that “one would most reasonably expect that if the Moran firms were again to take a long position in cable stocks, they would do so either (a) in an orderly fashion; (b) on the basis of careful, detailed and documented research into the fundamentals of cable companies; and/or (c) over an extended period of time,” (SEC Proposed Finding of Facts and Conclusions of Law, p. 36), the evidence in this case amply demonstrates that was not the way Moran Sr. typically operated. Reddan testified that “Fred’s style is to jump in with both feet. Over the course of our ten-year- relationship, we’ve had many of these disagreements primarily because of a difference in approach. I’m more cautious; Fred is more — acts more decisively” (R. 139). Accordingly, the court finds that the evidence supports defendants’ contention that Moran Sr. was softening his view on the cable industry. The Alleged Motive and Intent of Moran Jr. to give and Moran Sr. to Trade using Material Non-Public Information The SEC alleges that because of a very negative experience with Chamber’s Development stock, Moran Sr. had a motive to want a “sure thing.” In addition, the SEC further claims that Moran Jr.’s conduct demonstrates that he had the intent to provide his father with inside information. Moran Sr. responds that the losses sustained by his venture into Chambers stock were over with, that his company was doing well, and that even if his company were to fold, he could have comfortably retired. Moran Jr. maintains that none of the actions raised by the SEC constitute any breach of securities law or in any way indicates he would act inappropriately to benefit his father’s firm. It is undisputed that the decision by Moran Sr. to invest in Chambers Development Company resulted in significant financial losses for Moran Sr.’s clients as well as his personal account. Shortly after an announcement in March 1992 that Chambers’ net income was far less than had been previously reported, Moran Sr. began aggressively purchasing Chambers stock for his clients. By the end of 1992, Moran Sr., Moran Asset, and Moran Brokerage had become the largest or second largest outside shareholder of Chambers. ■ While Moran Asset continued to purchase Chambers stock during 1992, the price of the stock steadily declined. At one point the price of Chamber stock fell approximately 60 percent. Because of the losses being sustained by Moran Sr.’s clients, Red-dan testified that beginning in 1992, business began to fall off. Specifically he stated: [w]e no longer were beating the market, we were lagging the market and that was beginning to catch up. I think about it, 1990 we had a bad year because several factors, the credit crunch and this was the first wave of cable regulation. ’91 we did fairly well, but in ’92 we began to lag the market and cumulatively the business wasn’t going that well. (R. 109). In fact, Moran Sr. characterized Chambers as the worst investment experience of his entire business career and in terms of dollars, Chambers represented the largest loss that Moran Sr. had ever suffered on a single stock. Moran Sr. also conceded that one of the reasons that Moran Asset decreased its long position in Turner Broadcasting in 1993, was “because clients were leaving us” (R. 1299). There is no question that Moran Jr. was aware of the problems the Chambers stock investment was causing for his father. Moran Jr. specifically testified that he had knowledge of his father’s big investment in Chambers stock, and that Moran Sr. was suffering losses. Moran Jr. “knew that ... two things were occurring; one, that Chambers was not quite performing up to expectations, and I knew that, given several years of less-than-superior performance, [Moran Sr.] was losing clients” (R. 281). By the beginning of October 1993, Moran Jr. was cognizant of the losses Moran Sr. was sustaining owing to the Chambers stock investment. Moran Sr. responds that while it is true that the Chambers stock was a bad investment, the bulk of the paper losses in Chambers occurred a full year before the Bell Atlantic merger. While in October 1993 the stock was not doing particularly well, the drop in price of Chambers had reached a plateau. In addition, the firms’ financial condition in October 1993 was much better than a year earlier. The firms had no debt, and profits for the quarter ending September 1993 were up more than 60% from a year earlier. Finally, Moran Sr. testified that if he were to retire in October 1993 he could have lived at the same comfort level for the rest of his life. In short, Moran Sr. argues that it would be “ridiculous” to conclude that the losses sustained in Chambers stock had anything to do with his decision to reinvest in cable stocks. After hearing all of the evidence and examining the documentary exhibits, the court concludes that the losses in Chambers did not put Moran Sr. in any dire position by October 1993. Undoubtedly Chambers was a bad investment causing Moran Sr.’s clients to suffer large monetary losses as the price of the stock plummeted. Certainly because of the losses that were incurred Moran Sr.’s business was negatively affected. However, the evidence is compelling that by October 1993, Moran Sr. had already experienced the worst of the Chambers fallout. While Moran Sr., like any other investor, would desire to pick a winner in the market, there was no special urgency created by the Chambers stock fallout for Moran Sr. to produce a successful stock pick. The court finds that Moran Sr. was in no worse position than any other analyst who seeks to recommend a stock that would significantly increase in value. The SEC also maintains that Moran Jr. engaged in a pattern of deceptive conduct that indicates he would favor his father’s firm even if it meant disclosing confidential material. In support of this assertion, the SEC claims that Moran Jr. was not forthright with Salomon Brothers regarding his directorships and outside business interests, that Moran Jr. through subterfuge allowed Moran Asset to listen in to the TCI conference call, and that Moran Jr. was reprimanded because he improperly sent his research publications to Moran Asset. The SEC asserts that this conduct demonstrates a manifest intent by Moran Jr. to provide special assistance to his father’s firms. Moran Jr. counters that the incidents pointed to by the SEC do not even demonstrate wrongdoing on his part, and certainly do not establish an intent to violate the law in order to benefit his father. The court shall address each allegation in turn. With respect to his position as a director and his trust accounts, the court finds that Moran Jr. did not initially know that he was placed on the board of directors but upon learning of his position, did inform Salomon Brothers about the directorships. Moran Sr. testified that he did not disclose to either of his sons that he had appointed them to the director positions. The fact that Moran Jr. did not participate in running these companies supports the court’s conclusion that he had no knowledge of his position. It is not likely that there would have been a need to forge Moran Jr.’s signature on resolutions, if he had been aware that he was on the board of directors. At trial, it was quite clear that the signatures on all the Directors’ resolutions that purported to be of Moran Jr. were not genuine. The SEC did not dispute that the resolutions lacked Moran Jr.’s genuine signature and that they were signed without his permission or authority. Moreover, when Moran Jr. learned of his positions, he informed Salomon Brothers and subsequently resigned the positions. Similarly, with respect to the trust accounts, Moran Sr. specifically confirmed that he did not disclose their existence to Moran Jr. or his other children who were also beneficiaries. Considering this testimony, the Court finds that Moran Jr. was not aware of these trust accounts and consequently, could not disclose his interest to Salomon Brothers. When the existence of these accounts was discovered, Salomon was notified by Moran Jr. and “Salomon Brothers approved [Moran Jr.] being a beneficiary of these trusts and just requested that confirmation statements be sent to Salomon Brothers” (R. 646). Therefore, with respect to the trust accounts and his position as a director, the court finds that the only reason Moran Jr. failed to disclose this information to Salomon Brothers was that he was unaware of his position and status. Hence, the court finds that these holdings do not demonstrate any intent on the part of Moran Jr. to benefit his father or father’s firms. Moran Jr. admits that while using Salo-mon’s office telephone system, he allowed John Reddan to listen to analyst conference calls conducted by TCI after TCI had specifically excluded Reddan and Moran Asset from these calls. Reddan concurred that at his request Moran Jr. gave him access to the conference calls. Moreover, by his own testimony, Moran Jr. concedes that he made no attempt to inform TCI that he was engaging in this practice. In response, Moran Jr. maintains that there was no requirement that TCI be informed as to who was listening in on the calls. More, Moran Jr. attempts to support his conclusion that his actions do not constitute any wrongdoing by pointing out that he did not in any way attempt to conceal from Salomon Brothers that he was allowing Reddan to listen in on these conference calls. While the court is of the view that Moran Jr.’s actions did not constitute either a violation of law or even Salomon Brothers’ policy, Moran Jr.’s actions do demonstrate an intent to help his father’s companies beyond any effort he would make for any other firm. While Moran Jr. may not have concealed his actions to Salomon Brothers, the fact that he would allow a member of his father’s firms access to a conference call that his father’s firm was specifically banned, clearly demonstrates an intent on the part of Moran Jr. to assist his father’s firm where he could, even under questionable circumstances. The court finds that Moran Jr. concealed his actions from TCI and that there was no evidence that Moran Jr. ever gave such assistance to any other entity. The SEC also claims that Moran Jr. was officially reprimanded by Salomon Brothers because he mailed copies of his research publications marked “Internal Use Only” to Moran Asset. Moran Jr. responds that the information contained in the memorandum was not confidential and that he was not reprimanded. As far as Moran Jr. understood, the meeting with the Salomon compliance department was “to advise him of certain aspects of his conduct that the firm— wished to bring to his attention” (R. 873). The parties agree that on Wednesday October 11, 1993, at approximately 6:30 a.m., Moran Jr. faxed to Moran Asset a summary he prepared which contained his insights as to the proposed Bell Atlantic/TCI transaction (Exh. 5). The document was marked in several areas “For Internal Use Only.” Moran Jr. never sought or received approval from anyone at Salomon Brothers to send the document to Moran Asset. Sometime after Moran Jr. used the document to make a presentation at Salomon’s morning meeting, the compliance department told Moran Jr. not to put the document on the First Call system, which would have distributed the document to the investment community, because the Salomon involvement in the merger was on an advisory basis. Despite being aware of the decision not to use the First Call system, Moran Jr. did not tell anyone at Salomon Brothers that he had already faxed the document to Moran Asset. When Salo-mon eventually learned of the fax, Moran Jr. had a meeting with Scribner, the Chief Compliance Officer for Salomon Brothers. At that meeting Moran Jr was told that “it was contrary to Firm policy for him to have sent “internal use only” material to persons outside of the Firm, and that he must not do it again” (Exh. 6). The SEC characterizes the meeting as a reprimand while Moran Jr. states that he “doesn’t know if it qualifies as a reprimand or not” (R. 594). Moreover, Moran Jr. believed that the Internal Use Only designation was “a technical compliance procedure that was used very loosely in this business.” See, Moran Jr. Post-Trial Brief at 22. After evaluating all of the evidence, including the testimony of Scribner, the court finds that Moran Jr. was given a “reprimand.” Scribner testified that the meeting and subsequent memo was “to advise him of certain aspects of his conduct that the firm wished to — bring to his attention” (R. 873). Scribner explained that the designation of “Internal Use Only” “is that the document on which the — on which that legend appears is not to be distributed outside the firm itself, that is to say, the document, not necessarily — not the information that the document contains” (R. 873). Indeed, other Salomon employees such as Meyercord and Dietze-Courage understood that such a designation meant that the document was not to be distributed to clients or anyone outside the firm (R. 900; Dietze-Courage Deposition, at 59). It is clear that from the tone of the memo regarding Scribner’s conversation with Moran Jr. that Salomon Brothers was not pleased that Moran Jr. sent the memo to his father. All of this evidence, coupled with the fact that Scribner warned Moran Jr. not to release such documents again, lead to the unmistakable conclusion that Moran Jr. engaged in a practice that violated Salomon policies in order to benefit his father. Further, there was no evidence that Moran Jr. faxed this document to any other outside parties, other than Moran Asset. The court notes that the information contained in that memorandum was not confidential. Scribner agreed that there was “absolutely no prohibition for the sales force to discuss the contents of that document with the institutional clients of Salomon Brothers” and that “the prohibition as it stands is merely for the fact of faxing out the document itself rather than the information it contains” (R. 879). Accordingly, after reviewing each of the SEC’s allegations regarding Moran Jr.’s conduct, the court finds that the evidence in this case, while not showing an intent on the part of Moran Jr. to violate the law in order to assist his father, nonetheless illustrates Moran Jr.’s willingness to provide information to his father, even if doing so is contrary to the established policies of Salo-mon Brothers or the wishes of his firm’s clients. Events From October 3, 1993 to October 11, 1993 On October 3,1993, Moran Jr. was officially brought “over the wall” by Salomon Brothers, meaning that he was made aware of the proposed merger between Bell Atlantic and TCI. According to Meyercord, the purpose of involving Moran Jr was to have him “meet with the company and to discuss how to tell the [merger] story ... to the investment community ... so that he could provide his insight and information on how to tell the story and best position the story to the market place” (R. 893). At that time Moran Jr. was told that “the announcement would come within a week to two weeks” (R. 437). After being informed about the details of the proposed merger, Moran Jr. left on a previously scheduled business trip to San Francisco. On the night of Monday October 4, Moran Jr. placed two telephone calls from his hotel to the residence of Moran Sr. Upon his return from San Francisco, Moran Jr. reviewed materials relating to the Bell Atlantic/TCI merger plan which he had received in San Francisco. Included in these materials were the details of the merger and an indication that its public announcement would be made in October 1993. On the morning of October 6, 1993, Moran Jr. attended a meeting at Salomon where he received a full briefing regarding the transaction. During this meeting where Moran Jr. learned the details of the merger, a firm date for the merger’s public announcement had not been set. Nonetheless, Moran Jr. was told by Meyercord that the announcement “was going to occur either at the end of the week or in the middle of the following week, and more likely the middle of the following week” (R. 671). Moran Jr. understood that the announcement date “would probably be the 13th, or certainly the 12th, 13th, or 14th” (R. 437). Moran Jr. also received a draft of the press release for the Bell Atlantic/TCI merger which indicated an unspecified announcement day of October 1993. In a telephone conversation that same day, Moran Jr. spoke to either his father or an employee of Moran Asset. Also on October 6, 1993, Furman Selz, a broker dealer issued a report which opined that TCI might reacquire Liberty. Specifically it stated: “To date investing alongside Malone has proved to be profitable. We suspect Liberty might be bought back by TCI. This would make TCI more attractive to a regional Bell investor.” In fact, Bell Atlantic sought to acquire Liberty as well as TCI and as a result, TCI and Liberty entered into merger negotiations. On October 7, the Wall Street Journal published an article entitled “TCI Reported in Talks to Buy Liberty Media” (Exh. 11). In that Wall Street Journal article a Furman Selz analyst speculated that such a merger might “attract a huge investment from a regional Bell phone company.” In addition to several brief phone calls between Moran Jr.’s office and Moran Asset as well as Moran Sr.’s home, there was one call where Moran Jr. spoke to Moran Sr. for approximately 43 minutes (R. 720; Exh. 7). Although Moran Jr. remembered that he spoke with Moran Jr. during that period of time, he said “I can’t recall the exact specifics, but I believe [Moran Sr.] mentioned something to the effect of Infinity Broadcasting and/or Westwood One during that phone conversation and we talked about that, but I can’t remember the specifies of that conversation very well.” (R. 427). Moran Jr. further testified that he did not believe there was any discussion of the rumor regarding the rumored TCI/Liberty merger, or the Wall Street Journal article. Moran Sr. agreed that he had in fact spoken to Moran Jr. during the 43 minute phone conversation. Relative to that conversation, Moran Sr. stated: “To the best of my recollection, my recollection having been helped by two factors, I now believe that I spoke to him about Infinity Broadcasting, and I believe I spoke to him about a party that we were going to have for family and friends at our house sometime in the near future” (R. 1198). Moran Sr. identified the “two factors” stating: Well, I studied our buy and sell orders because of this case, and I noticed that we started buying Infinity for the first time I believe it was on October 5th, and I knew Fred followed Infinity, or followed it, and so I believe and I kind of now do recall it, that I talked to him about Infinity, what I thought about it, asked him what he thought about it and so on. The other situation was that, having studied the telephone records and spoken to my wife, I believe — and think it’s — let me see — yes, which has to do with my home, perhaps both of those calls were calls to her, or from her — let me see, Frederick A. — yes, that’s my wife calling Fred at his office because I had told her to because we were — he wanted her to talk to him about this party that we were going to have, and it had to do with his then fiancee, Michelle, singing at the party and Fred and Michelle coming to the party. (R. 1198-1199). Moran Sr. also remembered that he did not discuss the rumors regarding the TCI/Liberty merger or the Wall Street Journal Article. October 7, represented the last documented phone conversations between Moran Sr. and Moran Jr. until Monday October 11. On Friday, October 8, TCI and Liberty announced that they had agreed in principle to a combination of the two companies. An effect of the combination is that John Malone whose holdings in Liberty Stock were valued in excess of $600 million, whñe his holdings in TCI were $15 million, was diluting his percentage of holdings invested in programming stocks by allocating that wealth to a cable operator. It is undisputed that Moran Sr. did not purchase any TCI or Liberty stock on October 8. In a morning meeting note authored by Reddan, Moran Brokerage reported that “we believe Liberty’s real motive is to use TCI’s balance sheet to acquire Paramount” (Moran Sr. Exh. AC). This represented the speculation on Wall Street with regard the reasoning behind the merger. Moran Sr. testified that on October 8, he “had no opinion because I really hadn’t focused on it” (R. 1482). There was no documented contact between Fred Sr. and Fred Jr. on October 8,1993. On Saturday, October 9, 1993, Moran Jr. attended a meeting at Bell Atlantic’s headquarters in Philadelphia with co-workers from Salomon Brothers and personnel from Bell Atlantic’s Investor Relations Department. Moran Jr.’s purpose in attending the meeting was to discuss the “spin” that would be put on the merger, so as to create the most favorable reaction to the merger from the investment community (R. 912-13). As part of this plan, Bell Atlantic arranged to give advance notice to important members of the investment community “providing notification of a special Bell Atlantic meeting at 8:00 a.m. the following day” through a “blast fax” (Exh. 1). Additionally, it was decided that the Bell’s investor relations staff would make phone calls to individual analysts in order to demonstrate the significance of the announcement. During the weekend of October 9-10, Moran Sr. claims that he began to focus “on what was happening with TCI and Liberty” (R. 1485). After speaking with his wife on October 9th about the possibility of investing in cable stocks, on Sunday October 10th, Moran Sr. telephoned Reddan. Moran Sr. stated that he did not agree with Reddan’s view that TCI was acquiring Liberty to help Liberty in its effort to back an acquisition of Paramount. Stating that “my concept was that there were many easier ways to accomplish that [backing of the Paramount acquisition] without having John Malone move all of his wealth from cable — from programming to cable, and I recited the various ways to John [Reddan] that could have been done,” Moran Sr. gave his assessment to Reddan (R. 1487). Reddan testified that “at the outset of the conversation I did not agree with him. By the end of the conversation I came around to agree that it represented an endorsement of Telecommunications, Inc. by John Malone and that I thought we should recommend only Telecommunications, Inc. and Liberty Media and we should not recommend other cable television operator stocks or invest in them” (R. 132-33). Moran Sr. explained to Reddan that beyond Liberty and TCI, the action “was an endorsement of John Malone of the cable TV business and therefore all of the stocks” (R. 1488). Accordingly, Moran Sr. told Reddan that he “wanted to buy all the cable companies and that we were not going to sit by while Malone moved into cable and miss what was happening in the area that had built our reputation and was our forte” (R. 1489). It was the belief of Moran Sr., this was action constituted the appropriate response to Malone’s apparent course of conduct. Moran Sr. further explained that “it was a case of following the substance of what John Malone was doing and not limiting [Moran Asset] to the limitation [Malone] had placed on himself of investing only in TCI and Liberty, just like we didn’t buy Liberty when he moved into Liberty” (R. 1489). As a result of his analysis, Moran Sr. detailed to Reddan his strategy for buying cable stocks. He testified that “the strategy was to buy almost all the cable TV companies and to move quickly before the rest of Wall Street caught on to what we were doing, because you must understand that everybody was following John Malone, and the logic of my scenario was plain and clear in my opinion, and everybody would end up doing what we were doing, so we wanted to move quickly” (R. 1489). Reddan, while agreeing that there was a basis to buy into TCI and Liberty, urged more caution. On Monday October 11, 1995 Moran Sr. prepared a written plan to purchase stock in Liberty, TCI and other cable companies for client accounts so that each client would have 25% of its portfolio invested in cable stock (Moran Sr. Exh. W). Prior to the opening of the market, Moran Sr. directed his traders to purchase, through Moran Asset and Moran Brokerage, stock in TCI, Liberty, as well as other cable companies. According to Red-dan, Moran Sr. announced to the staff that he had changed his position on cable television operator stocks, and summarized his reasons for doing so. Although Moran Sr. was adamant about his position, Reddan testified that, “there was a general feeling that we should go — everybody was urging caution, and I think that was the feeling of the people in the meeting” (R. 135). In fact, the item in the morning meeting note relating to cable was specifically caption “Fred Moran’s Cable TV Industry Comments” because Red-dan, who usually co-authored the morning meeting notes, did not agree in total with Moran Sr.’s view. With respect to the Cable TV industry the morning meeting note stated: Through the merger of TCI and Liberty Media, John Malone has signaled his plans to transfer the vast majority of his personal wealth, estimated a $700 million, from a company that is roughly half cable TV and half programming, to a company that is very predominantly cable.... Despite the negative of poor government and poor customer relations, the economies of this business are so powerful that they will overshadow the regulatory negative. (Exh. 41). The morning meeting note was distributed to all of Moran Brokerage’s institutional clients. At the opening of the market, Fred Sr. began aggressively purchasing cable stocks, including Liberty and TCI. These stocks were bought for both Moran Sr.’s client accounts and Moran Sr.’s personal and family accounts. His traders were told to be active buyers but don’t “chase” stocks which would push the prices higher. Later on October 11, Moran Asset’s Investment Policy Committee (“IPC”) held a meeting so that views could be exchanged with respect to the change in strategy, cording to Reddan, the purpose “was to talk about the decision to re-recommend the cable television stocks and to invest in those stocks” (R. 143). At the meeting, the general recommendations to Moran Sr. was to adopt a go slow approach and several people wished to engage in more research. The conclusion of the IPC meeting was that “[w]e were going to investigate further change in the cable television industry. We were going to talk to other companies in the cable industry and other investors in cable television” (R. 146). There was no change, however, in the way the stocks were being purchased. Ac- At approximately 3:17 p.m. on October 11, Moran Sr. faxed to Moran Jr. that day’s Moran Brokerage Morning Meeting note. Moreover, during the afternoon, Moran Sr. and Moran Jr. spoke via telephone with respect to Moran Sr.’s analysis of cable stocks. Moran Jr.’s recollection of the conversation was that he “was the listener in that conversation. That day [Moran Sr.] called me or I called him and he told me about his change of position on the cable stocks, and basically all I said was your points are well presented or something to that effect” (R. 725). Moran Jr. claimed that he never mentioned Bell Atlantic at any time dining the conversation and that the reason he did not respond to Moran Sr. inquiry with a “no comment” was because that “could be a signal to [Moran Sr.] that I was working on something, and I purposely avoided signaling anything to him in any way” (R. 725-26). Similarly, Moran Sr. recalled that the conversation regarding the morning meeting note was brief and that Moran Jr. “just said he thought it was well done and that the institutions who [Moran Sr.] sent it to should think well of it, or something to that effect” (R. 1347). While Moran Jr. did not have specific knowledge that Moran Sr.’s new strategy of his father included buying TCI, he testified that “my assumption was that he was probably buying TCI” (R. 459). On the evening of Tuesday, October 12, Moran Jr. concedes that he spoke to an employee of Moran Asset with respect to the Bell Atlantic proposed merger. Moran Jr. testified that he could not remember if he spoke to Kevin Martin or Brian Kelly, and stated: What happened is these two gentlemen answered the telephone when I was trying to reach my father and one of them asked me, you know, is something going on, and I said to one of them, I don’t remember which one specifically, but I said to them there is, you know, a big deal that’s going to be announced tomorrow at the merger of Bell Atlantic and TCI. (R. 499-500). At the time he disseminated this information, Moran Jr. opined that there was no need to caution either Martin or Kelly because he felt that the information was no longer confidential. Moran Jr. explained that: The stock market had already closed, the Wall Street Journal and New York Times were being apprised of the transaction as were the rating agencies, and the announcement would come before the opening of trading the next day, so there would be no way of acting on the information anyway. Plus, they would understand that as professionals in the industry. (R. 502). Having failed to reach his father, sometime between 6:30 and 7:00 p.m., Moran Jr. placed a telephone call to Reddan. According to Reddan, the substance of the conversation was that Moran Jr. “told [Reddan] that Bell — there was going to be an announcement in the morning that Bell Atlantic was going to take over Telecommunications, Inc. He asked me if I had heard” (R. 146-47). While Reddan had received a fax from Bell Atlantic which told of an upcoming announcement the next morning, the fax did not include any details such as what the announcement was going to pertain to or if any other parties were involved. Reddan continued, stating that he and Moran Jr. talked a little bit about that, and then Moran Jr. asked me if I knew where his father was” (R. 147). Moran Jr. recalled that he briefed Reddan “on some of the details of the merger at that time” (R. 518). In addition, Moran Jr. left a message on Moran Sr.’s answering machine stating that “there will be a big announcement tomorrow morning essentially creating a merger between Bell Atlantic and TCI” (R. 517). The reason Moran Jr. believed that the information he disclosed in the evening of October 12 was public was based on his assertion that at the October 9 meeting it was discussed that top investors and the newspapers were to be advised of the transaction prior to the official announcement. When asked who said that the merger was going to be revealed before the public announcement, Moran Jr. stated: It was discussed that in general notifying the general public the night of Tuesday, October 12, 1993, that was discussed between Peter Crawford, Kevin Tarrant, Wendy Dietze, Ed Meyercord, Ray Ligouri and myself at the October 12 — at the October 9th, 1993 meeting at Bell Atlantic headquarters. Whether they specifically said individual X will notify the Wall Street Journal, I don’t remember us discussing that, but they said we will be apprising the investment community in general, which includes the two biggest newspapers. (R. 506-07). To contradict this assertion by Moran Jr., the SEC called to the stand four of the five individuals Moran Jr. named and offered the deposition of the fifth, and each contradicted Moran Jr.’s recollection. Specifically, Crawford of Bell Atlantic testified that “there was absolutely no discussion about preannouneing this transaction to any newspapers” (R. 1045). In fact, Crawford continued that Bell Atlantic was “very concerned that there would be no leakage, whether to the investment community or to the newspapers or any other community, for that matter, of the terms and conditions or the announcement itself prior to 7:30 in the morning on the 13th” (R. 1046). After a stipulation that Tarrant would testify on direct to the same facts as Crawford, on redirect Tarrant stated that the policy with respect to media inquiries made on October 12, “would be neither confirm nor deny rumors or choose to comment on that” (R. 1120, 1128). Tarrant stated that the policy was the same until the public announcement on October 13. Katherine Dietze-Courage of Salo-mon Brothers testified that she did not learn of any Salomon Brothers employees who had disseminated information regarding the merger or disclosed the identities of the companies (Deposition of Katherine Dietze-Cour-age, at 63). Meyercord and Ligouri of Salo-mon Brothers each told the court that their understanding of the policies concerning disclosure of the merger details was that public dissemination would take place in the morning on October 13 and that neither of them contacted the newspapers with this information, nor knew of anyone who did so. Further undermining the claim that the information was public in the evening of October 12 is documentary evidence that contradicts Moran Jr.’s recollection. In the story published by the Wall Street Journal on October 13, it was reported that TCI and Bell Atlantic officials would not comment on the rumored merger (Moran Sr. Exh. AL). Moreover, Moran Jr.’s own exhibit, a chronology of events prepared by Bell Atlantic states: Calls start coming in to media relations and other Bell Atlantic employees from the New York Times and the Wall Street Journal news reporters indicating that they have some information about the deal and asking for more. Bell Atlantic neither confirms nor denies per routine corporate policy. (Moran Jr. Exh. AS). Even Reddan, who had already received the blast fax; testified before the court that he did not know the identities of all the parties and the details until he was told by Moran Jr. Thus, the issue of whether the information Moran Jr. passed to Reddan and Moran Asset was still confidential is vehemently contested. In resolving this factual dispute, the court has examined all of the relevant testimony and documentary evidence. The court finds that the merger details relayed by Moran Jr. on the evening of October 12 were still confidential non-public information. Whether Moran Jr. merely misunderstood the timing of disclosure or intentionally neglected to follow the guidelines, the evidence is overwhelming that the policy was not to disclose the details of the merger to the public as a whole, including the newspapers, until October 18. Every person named by Moran Jr. contradicted his account of the meeting and Moran Jr. was never able to tell the court who specifically authorized disclosure to the public at large on October 12. Therefore, the court is constrained to find that by engaging in these conversations, Moran Jr. disclosed confidential, non-public information. At 6:36 a.m. on October 13, Moran Jr. sent by fax to Moran Asset a summary of the proposed Bell Atlantic/TCI transaction that he had helped to prepare (R. 153, 464; Exh. 5). This was the same summary Moran Jr. used at Salomon’s morning meeting on October 13, to make a presentation. Reddan found this document helpful in interpreting the Bell Atlantic/TCI deal because “it was Fred’s [Moran Jr.] analysis of the transaction, and ... took that as a starting point to do our own analysis” (R. 155). Later that morning, but before the market opened, Bell Atlantic, TCI and Liberty announced their agreement in principle to merge. On that day, TCI Class A stock closed up $3.00 per share and Liberty Class A stock rose $2.625 per share (Exh. 24). The Claim under Section 206(1) and (2) of the Advisers Act By the morning of October 11, 1993, Moran Sr. had developed a game plan for the cable stock purchases. The plan was to have Moran Asset’s clients invest 25% of their portfolio in cable stocks, including a 3.75 percent weighting in Liberty stock (Moran Sr. Exh. W). Additionally, the strategy also called for Moran Sr.’s family accounts to be invested in the smaller cable stocks, which did not include the purchase of any Liberty, TCI, or Comcast stock. Before the market opened on October 11 Moran Sr. advised Frank Poli, Moran Asset’s head trader, to purchase cable stocks for his managed accounts. Neither the game plan, nor Moran Sr. personally, indicated to Poli which particular accounts to allocate what stock. In what was one of Moran Asset’s busiest trading days ever, among other securities, approximately 169,200 shares of Liberty Class A stock was purchased at an av