SEC Sues Ex-chief at CKE Restaurant Over Insider Trading Case

Jack Humphrey, Regulatory journalist
March 22, 2012 /

The US Securities and Exchange Commission has charged a former executive at the parent company of Carl’s Jr. and Hardee’s fast food restaurants with insider trading in the company’s securities based on confidential information he learned on the job.

The SEC alleges that Noah J. Griggs, Jr., who was executive vice president of training and leadership development at CKE Restaurants Inc., made two purchases totaling 50,000 shares of CKE stock after attending an executive meeting during which he learned that the company was in discussions with private equity investors about a possible acquisition. Griggs made a potential profit of $145,430 after the stock price soared when the merger was announced publicly. Griggs has agreed to pay $268,000 to settle the SEC’s charges without admitting or denying the allegations.

According to the SEC’s complaint filed in U.S. District Court for the Central District of California, Griggs attended a monthly strategic planning meeting on Friday, Nov. 20, 2009. CKE’s CEO cautioned the executives that information about the potential merger was confidential and nonpublic, and that no one should act on it. Nonetheless, on Monday morning November 23, Griggs bought 30,000 shares of CKE.

He bought an additional 20,000 shares on Jan. 8, 2010. CKE and Thomas H. Lee Partners (THL) publicly announced a definitive merger on February 26 in which THL would acquire CKE. On news of the announcement, the value of Griggs’s shares increased significantly as CKE stock closed at $11.37 per share, up more than 27 percent from the previous day’s closing price of $8.91.

CKE Restaurants, Inc. is based in Carpinteria, California, and is the parent company of Carl Karcher Enterprises, which owns the fast-food restaurant brands of Carl’s Jr. and Hardee’s. Its common stock was listed on the NYSE under the ticker symbol CKR until July 13, 2010, when the NYSE suspended trading of the stock following the company’s acquisition by Columbia Lake Acquisition Holdings, Inc.

Griggs agreed to pay disgorgement of $145,430, prejudgment interest of $11,035.74, and a penalty of $111,730. The settlement is subject to court approval.

The SEC’s investigation was conducted by Los Angeles Regional Office enforcement staff Lorraine Echavarria and Carol Lally. The SEC acknowledges the assistance of NYSE Regulation, Inc. in this matter.


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