Review theFreescale Semiconductor case
Prepare a twelve to twenty (12-20) slide PowerPoint presentation with speaker notes in which you:
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Freescale Semiconductor Case
During the summer of 2006 a syndicate of investors led by The Blackstone Group one of Wall Streets largest private equity investment firms initiated a secret plan to acquire Freescale Semiconductor. Based in Austin Texas Freescale is among the worlds largest producers of semiconductors and for decades was a subsidiary of Motorola Inc. the large electronics company. In July 2004 Motorola spun off Freescale in one of that years largest initial public offerings.
Blackstone retained Ernst & Young (E&Y) to serve as a consultant for the planned buyout of Freescale. Among other services Blackstone wanted E&Y to review Freescales human resource functions and to make recommendations on how to streamline and strengthen those functions following the acquisition. James Gansman a partner in E&Ys Transaction Advisory Services (TAS ) division was responsible for overseeing that facet of the engagement.
Similar to the other Big Four accounting firms E&Y became involved in the investment banking industry during the 1990s. In fact by the late 1990s the small fraternity of accounting firms could boast of having two of the largest investment banking practices in the world at least in terms of the annual number of consulting engagements involving merger and acquisition (M&A) deals. In 1998 KPMG consulted on 430 M&A transactions exactly one more than the number of such engagements that year for PricewaterhouseCoopers (PwC). Despite those impressive numbers KPMG and PwC had not established themselves as dominant firms in the investment banking industry.
In 1998 the total dollar volume of the M&A engagements on which KPMG and PwC consulted was $1.65 billion and $1.24 billion respectively. Those numbers paled in comparison to the annual dollar value of M&A transactions for industry giants such as Goldman Sachs which was involved in M&A deals valued collectively at nearly $400 billion in 1998. At the time Goldman Sachs Lehman Brothers Morgan Stanley and the other major investment banking firms consulted exclusively on mega or multibillion-dollar M&A engagements. By contrast the low end of the M&A market-in which the Big Four firms competedtypically involved transactions measured in a few million dollars.
E&Ys involvement in the huge Freescale M&A deal was a major coup for the Big Four firm. When the transaction was consummated in December 2006 the price paid for the company by the investment syndicate led by The Blackstone Group approached $18 billion. That price tag made it the largest private takeover of a technology company to that point in time as well as one of the ten largest corporate takeovers in U.S. history.
Not surprisingly Blackstone demanded strict confidentiality from E&Y and the other financial services firms that it retained to be involved in the planned acquisition of Freescale. James Gansman for example was told that Blackstone wanted the transaction to be super confidential and was instructed in an internal E&Y e-mail to not breathe the name of the target [Freescale] outside of the [engagement] team.1
During June and July 2006 while he was working on the Freescale engagement Gansman passed inside information about the pending transaction2to Donna Murdoch a close friend who worked in the investment banking industry. An FBI investigation revealed that Gansman and Murdoch communicated over 400 times via telephone and text messages3in the weeks leading up to the September 11 2006 announcement that the Blackstone investment syndicate intended to acquire Freescale. In that time span Murdoch purchased hundreds of Freescale stock options which she cashed in on September 1112 2006 realizing a windfall profit of $158000.
The FBI also determined that between May 2006 and December 2007 Gansman provided Murdoch with information regarding six other M&A transactions on which E&Y consulted. In total Murdoch used that inside information to earn nearly $350000 in the stock market. Murdoch gave that information to three other individuals including her father who also used it to produce significant stock market profits.
Published reports indicate that Murdoch became involved in the insider trading scheme to help make the large monthly payments on a $1.45 million subprime mortgage on her home. The funds she initially used to play the market were provided to her by one of the individuals to whom she disclosed the inside information given to her by James Gansman. In addition Gansman at one point loaned her $25000.
The Securities and Exchange Commission (SEC) uses sophisticated software programs to detect suspicious trading activity in securities listed on stock exchanges. In early 2007 the SEC placed Murdoch on its watch list of individuals potentially involved in insider trading and began scrutinizing her stock market transactions. Information collected by the SEC resulted in criminal charges being filed against Murdoch. In December 2008 she pleaded guilty to 15 counts of securities fraud and two related charges.
In May 2009 Murdoch served as one of the prosecutions principal witnesses against Gansman in a criminal trial held in a New York federal court. During the trial Gansman testified that he had been unaware that Murdoch was acting on the information he had supplied her. Defense counsel also pointed out that Gansman had not personally profited from any of the inside information that he had been privy to during his tenure with E&Y. Nevertheless the federal jury convicted Gansman of six counts of securities fraud. A federal judge later sentenced him to a prison term of one year and one day.
