The Securities and Exchange Commission (SEC) today charged Robert Scott Murray and Trillium Capital LLC, a private company controlled by Murray, with a fraudulent scheme to manipulate the stock price of Getty Images Holdings Inc. announcing a fake offer from Trillium to buy Getty Images.
Murray, of Mashpee, Mass., is a former CEO and CFO of several publicly traded companies.
The SEC complaint, filed in the U.S. District Court for the District of Massachusetts, alleges that, in early April 2023, after building a position in Getty Images stock and options, Murray and Trillium began issuing press releases calling Getty Images to sell itself or add Murray to its board of directors.
The complaint alleges that Murray designed these press releases, in part, to boost Getty Images’ stock price, but the releases failed to have much of an effect on Getty Images’ stock. So Murray allegedly devised what he called his “new plan” to boost Getty Images’ stock price by announcing a fake takeover bid.
On the morning of April 24, 2023, Murray and Trillium Capital issued a press release announcing Trillium’s purported offer to purchase all outstanding shares of Getty Images for $10 per share, nearly double the previous trading day’s closing price. The purported offer sent the company’s stock price soaring.
The SEC’s complaint alleges that the acquisition announcement was false and misleading because Murray and Trillium had no actual intent to acquire Getty, nor did they make a genuine effort to finance the proposed transaction. Although Murray and Trillium promised in the press release that they would keep their shares, Murray began liquidating Getty Images shares within minutes of the market opening on April 24, without even waiting for Getty to respond to the announced offer of.
The SEC’s complaint charges Murray and Trillium with violating the anti-fraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. To resolve the SEC’s charges, Murray and Trillium agreed to enter a judgment that permanently prohibits them from future violations of these provisions of the federal securities laws, enjoins them from engaging in or engaging in certain securities-related conduct, and prohibits Murray from serving as an officer or director of a public company.
The defendants also agreed that the court will determine whether they will be required to pay disgorgement, prejudgment interest and civil penalties and, if so, in what amounts.
In a separate action, the US Attorney’s Office for the District of Massachusetts today announced criminal charges against Murray.