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Fake EDGAR Filings

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June 23, 2015 | Barbara Baksa

Fake EDGAR Filings

Fake EDGAR filings are a thing.  The EDGAR system requires more access codes than any of my financial accounts:  there's the CIK, CCC, password, password modification code, and passphrase. That's five codes to access the system. And, to get the codes, you have to submit a notarized form to the SEC. So it seems surprising that anyone would be able to submit a fake EDGAR filing, but apparently it happens.

Recently, someone filed a fake Schedule TO announcing a takeover of Avon ("A Phantom Offer Sends Avon's Shares Surging," NY Times, May 14, 2015).  In 2012, someone (probably the same someone) submitted a fake buyout offer for the Rocky Mountain Chocolate Factory. A guy named Johnny Earl Satterwhite has filed 61 highly suspicious Section 16 filings claiming, among other things, that he owns 999 billion shares of Microsoft and Exxon Mobil, which is something like more than 100 times the number of shares that actually exist in these companies ("Texan Plays April Fool’s Joke on SEC, Investors with 999 Billion Shares," Footnoted*, June 20, 2011).

From Broc Romanek's May 19 blog on TheCorporateCounsel.net:

This latest incident [fake Schedule TO for Avon] is a cautionary tale for investors as it’s not the first fake takeover announcement. My favorite dates back to 2001, as noted in this piece, when a fake “blank check” company calling itself “Toks Inc.” filed a Form SB-2 with the SEC announcing plans to take over General Motors, General Electric, AT&T, Hughes Electronics, AT&T Wireless, AOL Time Warner and Marriott International—roughly $2 trillion in “Toks” stock. The promoter—Ade O. Ogunjobi—didn’t give up even when the SEC issued a “Stop Order” to prevent the registration statement from going effective and suing him for selling unregistered securities, later launching a website to promote his wild ambitions and plans to then hold press conferences to announce his plans for these major US companies he was to take over!

While the idea of fake EDGAR filings may seem a little crazy and fantastical, the fraudulent filings can have serious repercussions.  Avon's stock price increased by about $1 per share (a 20% increase) after the fake Schedule TO filing, then dropped back to prior levels after the TO was revealed to be a hoax.  But, according to Bloomberg, $91 million worth of Avon shares changed hands before trading was halted in Avon's stock, four times Avon's trading volume the prior day ("About $91 Million of Avon Stock Traded at Peak of Frenzy," Bloomberg Business, May 14, 2015). The SEC has charged a Bulgarian, Nedko Nedev, with filing using the fake buyout offer to manipulate Avon's stock price for his personal gain, ("S.E.C. Charges Man in Bulgaria in Fake Takeover Offer for Avon," NY Times, June 4, 2015).

Here are my key takeaways on this:

  • Don't believe everything you read on the internet, even if it is on EDGAR.
  • Don't submit fake EDGAR filings for your own personal gain because it seems like it probably isn't going to be all that hard for the SEC to catch you, even if you are in Bulgaria. Definitely don't do it more than once.

I feel like I should have some key takeaways on how you an prevent your company from being a victim of a fake EDGAR filing, but I've got nothin' on that. I would suggest not sharing your CIK, but that number is already publicly available all over EDGAR.

- Barbara

Thanks to Tami Bohm of Radian for suggesting this topic.

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