Advent, Carlyle, EY, PwC, Yes Bank and SEBI did not respond to requests for comment.The report published in November, which has not previously been published and is not public, alleges that two executives at PwC and EY and five other family members and friends made illegal profits by trading shares of Yes Bank ahead of the 2022 share offering.
Most of the suspects are still employed at their respective firms.
SEBI’s report revealed that Indian executives from Carlyle, Advent, PwC and EY shared unpublished price-sensitive information, allowing others to trade on the information. It also accused a former Yes Bank board member of sharing price-sensitive information that allowed others to trade.
The regulator’s notice followed an investigation into movements in Yes Bank’s shares ahead of a July 2022 share offering in which Carlyle and Advent bought a combined 10% stake for $1.1 billion. The bank’s shares opened 6% higher a day after the deal was announced on July 29, 2022.
The accused persons, along with their companies, are in the process of drafting their responses to SEBI’s notice, said two people familiar with the investigation who declined to be named due to the sensitivity of the matter.
A show cause notice is the first step taken by SEBI after an investigation is completed, and is intended to seek responses from accused persons and entities. If enforced, they could face fines or restrictions under Indian securities regulations.
This regulatory action marks a rare case in which senior executives at global consultants and private equity firms have been charged with insider trading violations in connection with a capital raising deal.
The move also comes against the backdrop of a sharp increase in capital raising by Indian companies, prompting global investors looking to diversify away from the US amid heightened geopolitical tensions.
The regulator has stepped up its crackdown on market manipulation and insider trading in recent years. In another recent case, SEBI has alleged that Bank of America’s Indian unit violated insider trading rules during a fundraising process.
TRADING IN UNPUBLISHED INFORMATION
The notice accuses a total of 19 individuals of violating insider trading rules. Seven of them acted on privileged information and four shared that information. It cited eight PwC and EY executives for weak compliance processes.
Prior to the stock offer, Advent hired EY for tax advisory services and sought feedback from the company on Yes Bank’s management. In addition, EY Merchant Banking Services was engaged by Yes Bank to carry out valuation work. Around the same time, PwC was hired by Carlyle and Advent for tax planning and due diligence. SEBI found that executives at both EY and PwC breached confidentiality norms, allowing some individuals to trade in Yes Bank shares before the capital raise.
According to the notice, EY has failed to place Yes Bank on a sufficiently broad ‘restricted list’, a list of listed companies in which company executives are not allowed to trade.
While employees directly involved in the transaction were not allowed to trade, others were not, despite potentially having access to sensitive information, the message said.
SEBI said in its notice that this was in violation of the requirement that anyone with access to unpublished price-sensitive information must obtain prior approval before trading.
SEBI has asked Rajiv Memani, Chairman and CEO of EY India, and Chief Operating Officer of the company to explain why fines should not be imposed, arguing that EY’s internal trading policies were not in compliance with regulations. “No restrictions have ever been imposed on trading or investing in listed companies with which EY was engaged for advisory, advisory, valuation, investment banking or corporate finance services (other than audit),” SEBI said.
In PwC’s case, SEBI said the company did not have a ‘restricted stock list’ for advisory and advisory clients.
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