Board Member Paulson’s Disclosure of His Fund’s AIG Stock Sale Questioned

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When a board member of a publicly traded U.S. company sells even a small personal holding, the director typically has just two business days to disclose the transaction, under securities rules to promote transparency. But when John Paulson’s hedge fund firm reduced its American International Group Inc. stake by more than 4 million shares in the fourth quarter, there was no filing on the trades for weeks, even though the billionaire is on the insurer’s board.

Editor’s Note: The Financial Times reported today that John Paulson is leaving the AIG board. This article was written prior to that report.

Paulson & Co.’s Feb. 14 filing was a Form 13F, which doesn’t include the date and price for share sales — information that would be reported on an individual director’s filing, known as a Form 4. Instead, the Form 13F is a list of how many shares the hedge fund firm had in various companies as of Dec. 31, a quarterly requirement for large money managers.

“We are not required to file Form 4s for the funds, only for John’s individual holdings in AIG,” a representative for Paulson & Co. said by email.

The timing of the disclosure highlights a conflict between Paulson’s dual roles — one that money managers like Bill Ackman and Jeff Ubben have handled differently. While funds benefit from keeping details of their trades secret to maximize flexibility, board members and other “insiders” are supposed to provide shareholders with more transparency about their holdings.

“The rules were meant to protect the average shareholder,” said Hong Le Webb, an attorney at Murphy & McGonigle in Washington, who specializes in disclosure regulations. Paulson’s approach is “testing the boundaries with respect to what the rules were meant to do.”

Portfolio Shifts

Paulson got a board seat at AIG last year along with a representative from Carl Icahn’s firm after the billionaires said that changes in strategy would boost the insurer’s share price. Paulson & Co. has declined to comment on why the firm sold so much of its holding, cutting the stake to about 0.5 percent of the company’s shares, according to data compiled by Bloomberg.

The firm has told AIG that it sold shares to rebalance its portfolio and meet client redemptions, according to people familiar with the discussions. The fourth-quarter sales of AIG stock were in November and early December, corresponding with a so-called window period when directors are permitted to sell, according to Paulson & Co.’s spokeswoman.

James Cox, a professor at Duke University School of Law who has written textbooks on securities law, said the timing of the firm’s disclosure could draw interest from the U.S. Securities and Exchange Commission, given that board members have strict reporting standards for their personal holdings. John Paulson and the firm’s employees and partners are the largest group of investors in his funds.

Dual Roles

“It’s a sloppy practice,” Cox said of the disclosure timing.

Judy Burns, a spokeswoman for the SEC, declined to comment.

Jill Fisch, a professor at the University of Pennsylvania Law School, had a different view. She said the distinction between Paulson’s dual roles would protect him.

“A director has to disclose the shares that he’s selling, but the hedge fund isn’t a director,” she said.

The insurer was unprofitable in four of the last six periods under Chief Executive Officer Peter Hancock, including a $3.04 billion fourth-quarter loss reported after markets closed on Feb. 14. That same day, also after markets closed, Paulson & Co. filed its Form 13F, meeting the SEC’s deadline to disclose holdings within 45 days of a quarter’s end. On Feb. 15, New York-based AIG’s stock fell the most since 2011. Less than a month later Hancock said he’d step down once the board finds a new CEO, a move supported by Icahn.

Paulson’s Form 4 filings, by contrast, outline his personal stake, showing occasional increases when he received awards for his role with the company. A filing this week reported only his 4,585 stock units in the insurer.

Board Representation

While Icahn has been more vocal than Paulson in criticizing AIG, Icahn’s firm increased its stake after picking a representative for the insurer’s board. Because Icahn himself isn’t on the board, he doesn’t need to file Form 4s for AIG transactions.

Ackman and Ubben are two activists who have been more transparent about their firm’s stakes than Paulson in some cases. For example, in March 2016, when Ackman’s Pershing Square Capital Management got board representation at Valeant Pharmaceuticals International Inc., the hedge fund firm disclosed its position that month, rather than waiting for a quarterly filing. Ackman’s firm said in the filing that he could be considered to have indirect ownership of the drugmaker stake, given his leadership of Pershing Square.

In Ubben’s Form 4 filings, which disclose changes in ownership, he listed both his small personal transactions in Twenty-First Century Fox Inc. and figures on the much larger position held by his ValueAct Capital Management. The SEC requires Form 4 filings from company insiders. That includes directors, officers and also investors who hold stakes of more than 10 percent.