SEC v. Marco A. Perez; Marc Perez; Pedro Perez Perez, Jr.; Peter Perez; and Olivia Perez Durbin, No. 2:23-cv-08079, Central District of California (Jan. 1, 2023) — Complaint

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GARY Y. LEUNG (Cal. Bar No. 302928)
Email:  [email protected]
ROBERTO A. TERCERO (Cal. Bar No. 164470)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Katharine E. Zoladz, Acting Co-Regional Director
Gary Y. Leung, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
MARCO A. PEREZ (aka MARC
PEREZ), PEDRO PEREZ, JR. (aka
PETER PEREZ), and OLIVIA PEREZ
DURBIN,
Defendants.
Case No. 2:23-cv-0
8079
COMPLAINT
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laintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 21(d)(1),
21(d)(3)(A), 21(e) and 27(a) of the Securities Exchange Act of 1934 (“Exchange
Act”), 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e) & 78aa(a).
2.Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national

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securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3.Venue is proper in this district pursuant to Section 27(a) of the Exchange
Act, 15 U.S.C. § 78aa(a) because certain of the transactions, acts, practices and
courses of conduct constituting violations of the federal securities laws occurred
within this district.  In addition, venue is proper in this district because Defendants
Marco A. Perez (“Marc Perez”), Pedro Perez, Jr. (“Peter Perez), and Olivia Perez
Durbin all    reside in this judicial district.
SUMMARY
4.This civil enforcement action concerns insider trading by defendants
M
arc Perez, Peter Perez, and Durbin in the securities of General Finance Corporation
(“General Finance”).  Defendants are siblings.  Marc Perez, General Finance’s
accounting manager, learned in February 2021 that United Rentals, Inc. (“United
Rentals”), the world’s largest equipment rental company, was pursuing an acquisition
of General Finance’s storage business.  Marc Perez traded on that material non-public
information and tipped his siblings, knowing that they too would trade.  The day after
United Rentals’ acquisition of General Finance became public in April 2021, General
Finance’s stock price increased 56% on trading volume 19,000% higher than the
company’s average daily volume over the prior two months.  Defendants then sold,
and collectively made about $660,000 in illegal trading profits.
5.By engaging in this conduct, defendants Marc Perez, Peter Perez, a
nd
Du
rbin violated Sections 10(b) and 14(e) of the Exchange Act, 15 U.S.C. §§ 78j(b)
and 78n(e), and Rules 10b-5 and 14e-3 thereunder, 17 C.F.R. §§ 240.10b-5 and
240.14e-3.
6.With this complaint, the SEC seeks permanent injunctions prohibitin
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de
fendants’ future violations of the federal securities laws, disgorgement of
defendants’ ill-gotten gains together with prejudgment interest, civil penalties from
defendants, and officer and director bars as to defendants Marc Perez and Peter Perez.

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DEFENDANTS AND RELATED ENTITIES
7.Marco A. Perez, aka Marc Perez, age 58, resides in Glendora,
California.  Marc Perez worked as General Finance’s accounting manager from 2014
to October 2021.   In 2014, Marc Perez acknowledged in writing that he had reviewed
and would abide by General Finance’s policy prohibiting insider trading and the
tipping of material non-public information.
8.Pedro Perez, Jr., aka Peter Perez, age 54, resides in Pasadena,
California.  Peter Perez is Marc Perez’s brother.  Peter Perez is an executive vice
president of a privately -held company.
9.Olivia Perez Durbin, age 46, resides in San Dimas, California.  Durb
in
is M
arc Perez’s sister.  She is a pharmaceutical sales representative.
10.General Finance Corporation was a Delaware corporation with i
ts
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incipal place of business in Pasadena, California.  General Finance provided
mobile, liquid, and pod storage space.  Before being acquired by United Rentals in
2021, General Finance was an SEC-reporting public company and its stock traded on
the Nasdaq Global Market under the ticker symbol GFN.
11.United Rentals, Inc., is incorporated in Delaware and its principal place
of business is Stamford, Connecticut.  United Rentals is an equipment rental
company.  United Rentals is an SEC-reporting public company, and its stock is traded
on the New York Stock Exchange under the ticker symbol URI.
THE ALLEGATIONS
A.Marc Perez Learns About the United Rentals Acquisition Proposal
12.From 2019 to February 2020, General Finance retained a financia
l
a
dvisor to approach potential suitors to evaluate market interest in acquiring the
company.
13.United Rentals was one of the potential acquirors approached by Genera
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Finance’s financial advisor.
14.After receiving no acceptable offers, General Finance terminated tha
t

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process in February 2020.
15. In December 2020, however, General Finance began to receive
unsolicited inquiries, including non-binding proposals to acquire the company.
16. Starting on February 16, 2021, General Finance’s chairman of the board
forwarded those communications to Marc Perez, who received emails that enclosed
both the proposals and General Finance’s analysis of the proposals.
17. On February 22, 2021, United Rentals contacted General Finance’s chief
executive officer and requested a conference call to discuss a potential acquisition.
18. Following the contact, Marc Perez – who worked in General Finance’s
head office – became aware of United Rentals’ renewed interest in acquiring General
Finance.
19. Three days later, during a February 25 conference call, General Finance
encouraged United Rentals to submit an acquisition proposal no later than March 3,
2021.  General Finance explained to United Rentals that its board planned to meet on
March 3 to consider other acquisition proposals already received from potential
suitors.
20. On March 2, 2021, United Rentals emailed to General Finance a non-
binding proposal to acquire General Finance for $19-20 per share, subject to
satisfactory due diligence and other matters.  General Finance’s closing price on
March 2 was $10.63 per share.
21. At the end of the day, General Finance’s chief executive officer emailed
the United Rentals $19-20 per share acquisition proposal to General Finance’s
chairman of the board, who in turn forwarded the proposal to Marc Perez that same
day.
22. From March 2 to March 15, 2021, Marc Perez learned more non-public
information about the United Rentals acquisition.
23. In that period, General Finance’s general counsel regularly asked Marc
Perez to compile financial documentation related to the United Rentals acquisition.

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24. In addition, on March 15, Marc Perez received a board package for
General Finance’s March 16 board of directors meeting; those materials contained
United Rentals’ March 14 revised acquisition proposal that suggested structuring the
acquisition as a tender offer.
B. Marc Perez Trades on the United Rentals Acquisition Proposal
25. In 2014, Marc Perez signed an acknowledgment that he had reviewed
and would abide by General Finance’s policy prohibiting insider trading or tipping.
26. Over the years of Marc Perez’s employment at General Finance, he was
also told by the company’s general counsel that he would need to pre-clear all of his
trades in the company’s stock.
27. From March 2 to March 3, 2021, Marc Perez purchased 31,250 shares of
General Finance worth approximately $354,000 using his brokerage account.
28. Prior to these trades, Marc Perez’s shares in General Finance accounted
for about 34% of his overall stock portfolio.  Following these trades, Marc Perez’s
shares in General Finance accounted for 99.7% of his overall stock portfolio.
29. In addition, on March 3 and March 22, 2021, Marc Perez transferred
about $85,000 from his bank account to a brokerage account opened in the name of
his mother.
30. Marc Perez had authority to trade with his mother’s brokerage account.
31. From March 8 to March 23, 2021, Marc Perez purchased another 35,000
shares of General Finance worth approximately $421,000 using his mother’s
brokerage account.  Marc Perez’s mother had no knowledge of these trades.
C. Marc Perez Tips Peter Perez and Durbin, Who Also Trade
32. At family gatherings during the relevant period, Marc Perez told his
brother, Peter Perez, and his sister, Durbin, that he believed that General Finance was
going to be taken over and that he had more confidence that it would occur than prior
takeover attempts.
33. At family gatherings during the relevant period, Marc Perez told his

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brother, Peter Perez, and his sister, Durbin, that he had purchased General Finance
stock and that they should too.
34. At family gatherings during the relevant period, Marc Perez told his
brother, Peter Perez, that he was “all in” on General Finance stock.
1. Peter Perez trades on the tip from his brother
35. From March 29 to April 14, 2021, Peter Perez purchased approximately
17,500 shares of General Finance worth approximately $215,000 in his IRA account
and a joint brokerage account with his wife.
36. To pay for the purchases of General Finance stock by his IRA account,
Peter Perez sold all of his existing stake in a managed mutual fund tailored for
investors retiring at age 65.
37. To pay for the purchases of General Finance stock by his joint brokerage
account with his wife, Peter Perez transferred about $137,000 in cash from his bank
account.
2. Durbin trades on the tip from her brother
38.  After being tipped by her brother, Marc Perez, Durbin opened a new
brokerage account, and transferred $65,000 into that new trading account.
39. From April 2 to April 6, 2021, Durbin used all of those funds to
purchase about 5,100 shares of General Finance worth approximately $62,000.
D. General Finance Publicly Announces the Acquisition and Defendants Sell
at a Profit
40. After market close on April 15, 2021, General Finance and United
Rentals publicly announced that United Rentals would acquire General Finance
through a cash tender offer for $19 per share of General Finance stock, followed by a
merger of General Finance with a United Rentals acquisition entity.
41. Following the announcement, General Finance’s stock price increased
$6.78 per share from $12.17 to $18.95 per share.
42. On April 16, 2021, one day after the public announcement of the

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acquisition, Peter Perez sold about 15,500 shares of General Finance for
approximately $333,000.
43. From April 20 to April 23, 2021, Marc Perez sold about 66,250 shares of
General Finance for approximately $1.3 million.
44. On May 6, 2021, Durbin tendered her General Finance shares as part of
the acquisition for approximately $97,000.
45. Defendants’ profits from all of the trading alleged above totaled to about
$660,000.
E. The United Rentals Acquisition Proposal Was Material Non-Public
Information
46. The information that Marc Perez learned, as alleged above, about United
Rentals’ acquisition of General Finance, was material and non-public.
47. The discussions between General Finance and United Rentals alleged
above were non-public and subject to a confidentiality agreement between the two
companies.
48. General Finance’s stock price increased 56% on the public
announcement of the acquisition.
49. On the first trading day following the announcement, trading volume in
General Finance stock spiked from an average daily trading volume in the prior two
months of about 26,000 shares, to about 5 million shares.
50. A reasonable investor would have viewed the information that Marc
Perez learned about United Rentals’ acquisition of General Finance as significantly
altering the total mix of information available to investors.
F. Marc Perez Breached His Fiduciary Duty To General Finance
51. As General Finance’s accounting manager, Marc Perez was a company
insider.  He had a duty under the terms of General Finance’s insider trading policy to
maintain the company’s confidential information and not use if for his own benefit.
52. Marc Perez breached the fiduciary duties of trust and confidence he

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owed to General Finance by trading on the material non-public information he
obtained concerning the potential acquisition of General Finance by United Rentals.
53.Further, when tipping his siblings Peter Perez and Durbin material non-
public information about United Rentals’ plans to acquire General Finance, Marc
Perez breached the fiduciary duties of trust and confidence he owed to General
Finance, and disclosed that information for a personal benefit by giving valuable
insider information to his siblings.
G.Peter Perez and Durbin Knew or Should Have Known That Marc Perez
Breached His Fiduciary Duty When Tipping Them
1.Peter Perez
54.Peter Perez knew that Marc Perez worked for General Finance, that
Marc Perez had access to information known only by those who worked at the
company, and that his brother believed that General Finance’s stock price would
increase after its acquisition by United Rentals became public.
55.Peter Perez knew or should have known that his brother was tipping him
material non-public information so that he could profit on information that the market
did not yet have.
56.When he traded in the securities of General Finance, Peter Perez knew or
should have known that his brother, Marc Perez, had tipped him material non-public
information about General Finance with the intent to benefit Peter Perez.
57.When he traded in the securities of General Finance, Peter Perez knew or
should have known that the material non-public information about General Finance
that his brother, Marc Perez, had tipped him was disclosed or misappropriated by
Marc Perez in breach of his fiduciary duty, or similar relationship of trust and
confidence, to his employer, General Finance.
2.Durbin
58.Durbin knew that Marc Perez worked for General Finance, that Marc
Perez had access to information known only by those who worked at the company,

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and that her brother believed that General Finance’s stock price would increase after
its acquisition by United Rentals became public.
59. Durbin knew or should have known that her brother was tipping her
material non-public information so that she could profit on information that the
market did not yet have.
60. When she traded in the securities of General Finance, Durbin knew or
should have known that her brother, Marc Perez, had tipped her material non-public
information about General Finance with the intent to benefit Durbin.
61. When she traded in the securities of General Finance, Durbin knew or
should have known that the material non-public information about General Finance
that her brother, Marc Perez, had tipped her was disclosed or misappropriated by
Marc Perez in breach of his fiduciary duty, or similar relationship of trust and
confidence, to his employer, General Finance.
H. Defendants Acted with Scienter
62. Marc Perez acted with scienter.  He had acknowledged receipt of
General Finance’s policy prohibiting insider trading and tipping.  General Finance’s
general counsel had repeatedly told Marc Perez that he needed to pre-clear his trades,
but for the trading alleged above, Marc Perez did not seek pre-clearance.  In March
2021, Marc Perez continued buying shares of General Finance as he came to learn
even more material non-public information demonstrating that the acquisition was
ever more likely.  Finally, Marc Perez attempted to hide the majority of his trades in
General Finance by trading through a brokerage account in the name of his mother,
without her knowledge.
63. Peter Perez knew or was reckless in not knowing that he was trading on
material non-public information.  Peter Perez knew that Marc Perez had gone “all in”
with his General Finance stock purchases.  He then liquidated his retirement holdings
and transferred additional funds into another brokerage account in order to buy
General Finance shares.

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64.Durbin knew or was reckless in not knowing that she was trading on
m
aterial non-public information.  After being tipped by her brother, Marc Perez, she
opened a new brokerage account and funded it for the sole purpose of buying General
Finance stock.  When Durbin could not immediately access all of the funds that she
had transferred into that brokerage account, she complained to the brokerage about
not being able to place trades and communicated that she urgently wanted to trade in
General Finance and wanted to buy its stock before the price increased any further.
I.Defendants Traded in General Finance Securities After Substantial Step
s
H
ad Been Taken Towards a Tender Offer While in Possession of MNPI
65.Defendants’ trading in the securities of General Finance alleged above
occurred after United Rentals took substantial steps towards a tender offer.
66.When defendants began to purchase General Finance shares, Unite
d
R
entals and General Finance had already entered into a confidentiality agreement
concerning their merger discussions.
67.When defendants began to purchase General Finance shares, Unite
d
Rentals and General Finance senior management had already discussed a possible
acquisition.
68.When defendants began to purchase General Finance shares, Unite
d
R
entals had already conducted preliminary due diligence of General Finance.
69.Marc Perez knew that he was trading on information he had directl
y
obtained as an insider of the stock’s issuer, General Finance.
70.Peter Perez knew or should have known that the information he wa
s
tr
ading on – tipped to him by his brother Marc Perez, General Finance’s accounting
manager –    was acquired directly or indirectly from an insider of the stock’s issuer,
General Finance.
71.Durbin knew or should have known that the information she was trading
on –   t
ipped to her by her brother Marc Perez, General Finance’s accounting manager
– was acquired directly or indirectly from an insider of the stock’s issuer, Genera
l

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Finance.
FIRST CLAIM FOR RELIEF
Fraud in Connection With the Purchase Or Sale Of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against All Defendants)
72.The SEC realleges and incorporates by reference paragraphs 1 throug
h
71
 above.
73.Marc Perez knew, or was reckless in not knowing, that the informatio
n
he
 possessed concerning the potential acquisition of General Finance was material
non-public information.
74.Marc Perez also knew, or was reckless in not knowing, that he owe
d
Ge
neral Finance a duty of trust or confidence to keep the material, non-public
information he possessed concerning the potential acquisition of General Finance
confidential.
75.By disclosing that material, non-public information concerning Genera
l
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inance’s securities to his siblings, Peter Perez and Durbin, Marc Perez
misappropriated confidential information belonging to General Finance for securities
trading purposes, in breach of a duty of trust or confidence he owed to General
Finance.
76.Marc Perez tipped Peter Perez and Durbin with material non-public
information concerning the potential acquisition of General Finance with the intent to
benefit his siblings, Peter Perez and Durbin.
77.Marc Perez knew or recklessly disregarded that Peter Perez and Durbin
would trade on the basis of that material non-public information.
78.Marc Perez, directly or indirectly, personally benefited from disclosin
g
tha
t material, non-public information to his siblings because giving a gift of trading
information is the same as trading by the tipper followed by a gift of proceeds.
79.At the time he traded in the securities of General Finance, Peter Perez

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knew or was reckless in not knowing that he was in possession of material non-public
information concerning General Finance’s securities.
80. At the time he traded in the securities of General Finance, Peter Perez
knew or should have known that the material, non-public information about General
Finance that Marc Perez had disclosed to him was disclosed or misappropriated by
Marc Perez in breach of a fiduciary duty, or similar relationship of trust and
confidence.
81. At the time he traded in the securities of General Finance, Peter Perez
knew or should have known that Marc Perez had tipped him material non-public
information about General Finance with the intent to benefit Peter Perez.
82. At the time she traded in the securities of General Finance, Durbin knew
or was reckless in not knowing that she was in possession of material non-public
information concerning General Finance’s securities.
83. At the time she traded in the securities of General Finance, Durbin knew
or should have known that the material, non-public information about General
Fi  nance that Marc Perez had disclosed to her was disclosed or misappropriated by
Marc Perez in breach of a fiduciary duty, or similar relationship of trust and
confidence.
84. At the time she traded in the securities of General Finance, Durbin knew
or should have known that Marc Perez had tipped her material non-public
information about General Finance with the intent to benefit Durbin.
85. By engaging in the conduct described above, defendants Marc Perez,
Peter Perez, and Durbin, directly or indirectly, in connection with the purchase or sale
of securities, by use of the means or instrumentalities of interstate commerce, or the
mails, or the facilities of a national securities exchange:  (a) employed devices,
schemes or artifices to defraud; (b) made untrue statements of material facts or
omitted to state material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and/or

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(c) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon any person in connection with the purchase or sale of any
security.
86. By engaging in the foregoing conduct, defendants Marc Perez, Peter
Perez, and Durbin violated, and unless enjoined will continue to violate, Section
10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R.
§ 240.10b-5.
SECOND CLAIM FOR RELIEF
Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder
(Against All Defendants)
87. The SEC realleges and incorporates by reference paragraphs 1 through
71 above.
88. By the time of defendants’ trading in General Finance’s securities in
March and April 2021, substantial steps had been taken by United Rentals to
complete a tender offer to acquire General Finance’s securities.
89. Marc Perez was in possession of material information relating to such
tender offer which information he knew or had reason to know was non-public and
which he knew or had reason to know he had acquired, directly or indirectly, from the
offering person, and/or its officers, directors, partners, employees, or other persons
acting on behalf of the offering person.  Marc Perez was required to refrain from
communicating that information to third-parties, including Peter Perez and Durbin,
under circumstances in which it was reasonably foreseeable that such
communications were likely to result in the trading of General Finance’s securities.
90. By communicating that material non-public information concerning such
tender offer to Pe  ter Perez and Durbin, for the purpose of benefiting them and with
the expectation that they would trade in General Finance’s securities on the basis of
that information, Marc Perez caused Peter Perez and Durbin to purchase and sell
General Finance’s securities.

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91. At the time they   traded in General Finance’s securities, defendants Marc
Perez, Peter Perez, and Durbin were in possession of material information regarding
such tender offer that they knew or had reason to know was non-public and had been
acquired, directly or indirectly, by Marc Perez, an insider of General Finance, from
the issuer.
92. By engaging in the foregoing conduct, defendants Marc Perez, Peter
Perez, and Durbin violated, and unless enjoined will continue to violate, Section
14(e) of the Exchange Act, 15 U.S.C. § 78n(e), and Rule 14e-3 thereunder, 17 C.F.R.
§ 240.14e-3.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants Marc Perez, Peter
Perez, and Durbin committed the alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Marc Perez, Peter Perez, and
Durbin, and their officers, agents, servants, employees and attorneys, and those
persons in active concert or participation with any of them, who receive actual notice
of the judgment by personal service or otherwise, and each of them, from violating
Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder
[17 C.F.R. § 240.10b-5] and Section 14(e) of Exchange Act [15 U.S.C. § 78n(e)] and
Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3].
III.
Issue a judgment, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure and pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2) and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently
enjoining Defendants Marc Perez and Peter Perez from acting as an officer or director

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of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section
15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
IV.
Order Defendants Marc Perez, Peter Perez, and Durbin to  disgorge all funds
received from their illegal conduct, together with prejudgment interest thereon,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§
78u(d)(5) and 78u(d)(7)].
V.
Order Defendants Marc Perez, Peter Perez, and Durbin to pay civil penalties
under Section 21A of the Exchange Act [15 U.S.C. § 78u-1].
VI.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 27  , 2023
/s/ Gary Y. Leung
GARY Y. LEUNG
ROBERTO A. TERCERO
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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GARY Y. LEUNG (Cal. Bar No. 302928) 
Email:  [email protected] 
ROBERTO A. TERCERO (Cal. Bar No. 164470) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Katharine E. Zoladz, Acting Co-Regional Director 
Gary Y. Leung, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

MARCO A. PEREZ (aka MARC 
PEREZ), PEDRO PEREZ, JR. (aka 
PETER PEREZ), and OLIVIA PEREZ 
DURBIN, 

Defendants. 

Case No. 2:23-cv-08079 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 21(d)(1),

21(d)(3)(A), 21(e) and 27(a) of the Securities Exchange Act of 1934 (“Exchange 

Act”), 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendants have, directly or indirectly, made use of the means or

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

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COMPLAINT 2 

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securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 27(a) of the Exchange

Act, 15 U.S.C. § 78aa(a) because certain of the transactions, acts, practices and 

courses of conduct constituting violations of the federal securities laws occurred 

within this district.  In addition, venue is proper in this district because Defendants 

Marco A. Perez (“Marc Perez”), Pedro Perez, Jr. (“Peter Perez), and Olivia Perez 

Durbin all reside in this judicial district. 

SUMMARY 

4. This civil enforcement action concerns insider trading by defendants

Marc Perez, Peter Perez, and Durbin in the securities of General Finance Corporation 

(“General Finance”).  Defendants are siblings.  Marc Perez, General Finance’s 

accounting manager, learned in February 2021 that United Rentals, Inc. (“United 

Rentals”), the world’s largest equipment rental company, was pursuing an acquisition 

of General Finance’s storage business.  Marc Perez traded on that material non-public 

information and tipped his siblings, knowing that they too would trade.  The day after 

United Rentals’ acquisition of General Finance became public in April 2021, General 

Finance’s stock price increased 56% on trading volume 19,000% higher than the 

company’s average daily volume over the prior two months.  Defendants then sold, 

and collectively made about $660,000 in illegal trading profits.   

5. By engaging in this conduct, defendants Marc Perez, Peter Perez, and

Durbin violated Sections 10(b) and 14(e) of the Exchange Act, 15 U.S.C. §§ 78j(b) 

and 78n(e), and Rules 10b-5 and 14e-3 thereunder, 17 C.F.R. §§ 240.10b-5 and 

240.14e-3.     

6. With this complaint, the SEC seeks permanent injunctions prohibiting

defendants’ future violations of the federal securities laws, disgorgement of 

defendants’ ill-gotten gains together with prejudgment interest, civil penalties from 

defendants, and officer and director bars as to defendants Marc Perez and Peter Perez. 

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COMPLAINT 3 

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DEFENDANTS AND RELATED ENTITIES 

7. Marco A. Perez, aka Marc Perez, age 58, resides in Glendora,

California.  Marc Perez worked as General Finance’s accounting manager from 2014 

to October 2021.  In 2014, Marc Perez acknowledged in writing that he had reviewed 

and would abide by General Finance’s policy prohibiting insider trading and the 

tipping of material non-public information.       

8. Pedro Perez, Jr., aka Peter Perez, age 54, resides in Pasadena,

California.  Peter Perez is Marc Perez’s brother.  Peter Perez is an executive vice 

president of a privately-held company. 

9. Olivia Perez Durbin, age 46, resides in San Dimas, California.  Durbin

is Marc Perez’s sister.  She is a pharmaceutical sales representative. 

10. General Finance Corporation was a Delaware corporation with its

principal place of business in Pasadena, California.  General Finance provided 

mobile, liquid, and pod storage space.  Before being acquired by United Rentals in 

2021, General Finance was an SEC-reporting public company and its stock traded on 

the Nasdaq Global Market under the ticker symbol GFN.   

11. United Rentals, Inc., is incorporated in Delaware and its principal place

of business is Stamford, Connecticut.  United Rentals is an equipment rental 

company.  United Rentals is an SEC-reporting public company, and its stock is traded 

on the New York Stock Exchange under the ticker symbol URI.     

THE ALLEGATIONS 

A. Marc Perez Learns About the United Rentals Acquisition Proposal

12. From 2019 to February 2020, General Finance retained a financial

advisor to approach potential suitors to evaluate market interest in acquiring the 

company. 

13. United Rentals was one of the potential acquirors approached by General

Finance’s financial advisor. 

14. After receiving no acceptable offers, General Finance terminated that

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COMPLAINT 4  
 

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process in February 2020. 

15. In December 2020, however, General Finance began to receive 

unsolicited inquiries, including non-binding proposals to acquire the company. 

16. Starting on February 16, 2021, General Finance’s chairman of the board 

forwarded those communications to Marc Perez, who received emails that enclosed 

both the proposals and General Finance’s analysis of the proposals. 

17. On February 22, 2021, United Rentals contacted General Finance’s chief 

executive officer and requested a conference call to discuss a potential acquisition.   

18. Following the contact, Marc Perez – who worked in General Finance’s 

head office – became aware of United Rentals’ renewed interest in acquiring General 

Finance.   

19. Three days later, during a February 25 conference call, General Finance 

encouraged United Rentals to submit an acquisition proposal no later than March 3, 

2021.  General Finance explained to United Rentals that its board planned to meet on 

March 3 to consider other acquisition proposals already received from potential 

suitors. 

20. On March 2, 2021, United Rentals emailed to General Finance a non-

binding proposal to acquire General Finance for $19-20 per share, subject to 

satisfactory due diligence and other matters.  General Finance’s closing price on 

March 2 was $10.63 per share.   

21. At the end of the day, General Finance’s chief executive officer emailed 

the United Rentals $19-20 per share acquisition proposal to General Finance’s 

chairman of the board, who in turn forwarded the proposal to Marc Perez that same 

day. 

22. From March 2 to March 15, 2021, Marc Perez learned more non-public 

information about the United Rentals acquisition.    

23. In that period, General Finance’s general counsel regularly asked Marc 

Perez to compile financial documentation related to the United Rentals acquisition.   

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COMPLAINT 5  
 

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24. In addition, on March 15, Marc Perez received a board package for 

General Finance’s March 16 board of directors meeting; those materials contained 

United Rentals’ March 14 revised acquisition proposal that suggested structuring the 

acquisition as a tender offer.     

B. Marc Perez Trades on the United Rentals Acquisition Proposal 

25. In 2014, Marc Perez signed an acknowledgment that he had reviewed 

and would abide by General Finance’s policy prohibiting insider trading or tipping.   

26. Over the years of Marc Perez’s employment at General Finance, he was 

also told by the company’s general counsel that he would need to pre-clear all of his 

trades in the company’s stock. 

27. From March 2 to March 3, 2021, Marc Perez purchased 31,250 shares of 

General Finance worth approximately $354,000 using his brokerage account. 

28. Prior to these trades, Marc Perez’s shares in General Finance accounted 

for about 34% of his overall stock portfolio.  Following these trades, Marc Perez’s 

shares in General Finance accounted for 99.7% of his overall stock portfolio. 

29. In addition, on March 3 and March 22, 2021, Marc Perez transferred 

about $85,000 from his bank account to a brokerage account opened in the name of 

his mother.   

30. Marc Perez had authority to trade with his mother’s brokerage account. 

31. From March 8 to March 23, 2021, Marc Perez purchased another 35,000 

shares of General Finance worth approximately $421,000 using his mother’s 

brokerage account.  Marc Perez’s mother had no knowledge of these trades.       

C. Marc Perez Tips Peter Perez and Durbin, Who Also Trade  

32. At family gatherings during the relevant period, Marc Perez told his 

brother, Peter Perez, and his sister, Durbin, that he believed that General Finance was 

going to be taken over and that he had more confidence that it would occur than prior 

takeover attempts.   

33. At family gatherings during the relevant period, Marc Perez told his 

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COMPLAINT 6  
 

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brother, Peter Perez, and his sister, Durbin, that he had purchased General Finance 

stock and that they should too. 

34. At family gatherings during the relevant period, Marc Perez told his 

brother, Peter Perez, that he was “all in” on General Finance stock.   

1. Peter Perez trades on the tip from his brother 

35. From March 29 to April 14, 2021, Peter Perez purchased approximately 

17,500 shares of General Finance worth approximately $215,000 in his IRA account 

and a joint brokerage account with his wife.   

36. To pay for the purchases of General Finance stock by his IRA account, 

Peter Perez sold all of his existing stake in a managed mutual fund tailored for 

investors retiring at age 65. 

37. To pay for the purchases of General Finance stock by his joint brokerage 

account with his wife, Peter Perez transferred about $137,000 in cash from his bank 

account.  

2. Durbin trades on the tip from her brother 

38.  After being tipped by her brother, Marc Perez, Durbin opened a new 

brokerage account, and transferred $65,000 into that new trading account. 

39. From April 2 to April 6, 2021, Durbin used all of those funds to 

purchase about 5,100 shares of General Finance worth approximately $62,000.  

D. General Finance Publicly Announces the Acquisition and Defendants Sell 

at a Profit 

40. After market close on April 15, 2021, General Finance and United 

Rentals publicly announced that United Rentals would acquire General Finance 

through a cash tender offer for $19 per share of General Finance stock, followed by a 

merger of General Finance with a United Rentals acquisition entity. 

41. Following the announcement, General Finance’s stock price increased 

$6.78 per share from $12.17 to $18.95 per share.   

42. On April 16, 2021, one day after the public announcement of the 

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COMPLAINT 7  
 

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acquisition, Peter Perez sold about 15,500 shares of General Finance for 

approximately $333,000. 

43. From April 20 to April 23, 2021, Marc Perez sold about 66,250 shares of 

General Finance for approximately $1.3 million. 

44. On May 6, 2021, Durbin tendered her General Finance shares as part of 

the acquisition for approximately $97,000.   

45. Defendants’ profits from all of the trading alleged above totaled to about 

$660,000.   

E. The United Rentals Acquisition Proposal Was Material Non-Public 

Information 

46. The information that Marc Perez learned, as alleged above, about United 

Rentals’ acquisition of General Finance, was material and non-public. 

47. The discussions between General Finance and United Rentals alleged 

above were non-public and subject to a confidentiality agreement between the two 

companies. 

48. General Finance’s stock price increased 56% on the public 

announcement of the acquisition.   

49. On the first trading day following the announcement, trading volume in 

General Finance stock spiked from an average daily trading volume in the prior two 

months of about 26,000 shares, to about 5 million shares.  

50. A reasonable investor would have viewed the information that Marc 

Perez learned about United Rentals’ acquisition of General Finance as significantly 

altering the total mix of information available to investors.   

F. Marc Perez Breached His Fiduciary Duty To General Finance 

51. As General Finance’s accounting manager, Marc Perez was a company 

insider.  He had a duty under the terms of General Finance’s insider trading policy to 

maintain the company’s confidential information and not use if for his own benefit.   

52. Marc Perez breached the fiduciary duties of trust and confidence he 

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COMPLAINT 8 

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owed to General Finance by trading on the material non-public information he 

obtained concerning the potential acquisition of General Finance by United Rentals. 

53. Further, when tipping his siblings Peter Perez and Durbin material non-

public information about United Rentals’ plans to acquire General Finance, Marc 

Perez breached the fiduciary duties of trust and confidence he owed to General 

Finance, and disclosed that information for a personal benefit by giving valuable 

insider information to his siblings.   

G. Peter Perez and Durbin Knew or Should Have Known That Marc Perez

Breached His Fiduciary Duty When Tipping Them

1. Peter Perez

54. Peter Perez knew that Marc Perez worked for General Finance, that

Marc Perez had access to information known only by those who worked at the 

company, and that his brother believed that General Finance’s stock price would 

increase after its acquisition by United Rentals became public.   

55. Peter Perez knew or should have known that his brother was tipping him

material non-public information so that he could profit on information that the market 

did not yet have.   

56. When he traded in the securities of General Finance, Peter Perez knew or

should have known that his brother, Marc Perez, had tipped him material non-public 

information about General Finance with the intent to benefit Peter Perez. 

57. When he traded in the securities of General Finance, Peter Perez knew or

should have known that the material non-public information about General Finance 

that his brother, Marc Perez, had tipped him was disclosed or misappropriated by 

Marc Perez in breach of his fiduciary duty, or similar relationship of trust and 

confidence, to his employer, General Finance.   

2. Durbin

58. Durbin knew that Marc Perez worked for General Finance, that Marc

Perez had access to information known only by those who worked at the company, 

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COMPLAINT 9  
 

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and that her brother believed that General Finance’s stock price would increase after 

its acquisition by United Rentals became public.   

59. Durbin knew or should have known that her brother was tipping her 

material non-public information so that she could profit on information that the 

market did not yet have. 

60. When she traded in the securities of General Finance, Durbin knew or 

should have known that her brother, Marc Perez, had tipped her material non-public 

information about General Finance with the intent to benefit Durbin.   

61. When she traded in the securities of General Finance, Durbin knew or 

should have known that the material non-public information about General Finance 

that her brother, Marc Perez, had tipped her was disclosed or misappropriated by 

Marc Perez in breach of his fiduciary duty, or similar relationship of trust and 

confidence, to his employer, General Finance. 

H. Defendants Acted with Scienter 

62. Marc Perez acted with scienter.  He had acknowledged receipt of 

General Finance’s policy prohibiting insider trading and tipping.  General Finance’s 

general counsel had repeatedly told Marc Perez that he needed to pre-clear his trades, 

but for the trading alleged above, Marc Perez did not seek pre-clearance.  In March 

2021, Marc Perez continued buying shares of General Finance as he came to learn 

even more material non-public information demonstrating that the acquisition was 

ever more likely.  Finally, Marc Perez attempted to hide the majority of his trades in 

General Finance by trading through a brokerage account in the name of his mother, 

without her knowledge.   

63. Peter Perez knew or was reckless in not knowing that he was trading on 

material non-public information.  Peter Perez knew that Marc Perez had gone “all in” 

with his General Finance stock purchases.  He then liquidated his retirement holdings 

and transferred additional funds into another brokerage account in order to buy 

General Finance shares.   

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COMPLAINT 10 

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64. Durbin knew or was reckless in not knowing that she was trading on

material non-public information.  After being tipped by her brother, Marc Perez, she 

opened a new brokerage account and funded it for the sole purpose of buying General 

Finance stock.  When Durbin could not immediately access all of the funds that she 

had transferred into that brokerage account, she complained to the brokerage about 

not being able to place trades and communicated that she urgently wanted to trade in 

General Finance and wanted to buy its stock before the price increased any further.  

I. Defendants Traded in General Finance Securities After Substantial Steps

Had Been Taken Towards a Tender Offer While in Possession of MNPI

65. Defendants’ trading in the securities of General Finance alleged above

occurred after United Rentals took substantial steps towards a tender offer. 

66. When defendants began to purchase General Finance shares, United

Rentals and General Finance had already entered into a confidentiality agreement 

concerning their merger discussions. 

67. When defendants began to purchase General Finance shares, United

Rentals and General Finance senior management had already discussed a possible 

acquisition. 

68. When defendants began to purchase General Finance shares, United

Rentals had already conducted preliminary due diligence of General Finance. 

69. Marc Perez knew that he was trading on information he had directly

obtained as an insider of the stock’s issuer, General Finance.  

70. Peter Perez knew or should have known that the information he was

trading on – tipped to him by his brother Marc Perez, General Finance’s accounting 

manager – was acquired directly or indirectly from an insider of the stock’s issuer, 

General Finance.  

71. Durbin knew or should have known that the information she was trading

on – tipped to her by her brother Marc Perez, General Finance’s accounting manager 

– was acquired directly or indirectly from an insider of the stock’s issuer, General

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COMPLAINT 11 

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Finance. 

FIRST CLAIM FOR RELIEF 

Fraud in Connection With the Purchase Or Sale Of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

(Against All Defendants) 

72. The SEC realleges and incorporates by reference paragraphs 1 through

71 above. 

73. Marc Perez knew, or was reckless in not knowing, that the information

he possessed concerning the potential acquisition of General Finance was material 

non-public information.  

74. Marc Perez also knew, or was reckless in not knowing, that he owed

General Finance a duty of trust or confidence to keep the material, non-public 

information he possessed concerning the potential acquisition of General Finance 

confidential.  

75. By disclosing that material, non-public information concerning General

Finance’s securities to his siblings, Peter Perez and Durbin, Marc Perez 

misappropriated confidential information belonging to General Finance for securities 

trading purposes, in breach of a duty of trust or confidence he owed to General 

Finance. 

76. Marc Perez tipped Peter Perez and Durbin with material non-public

information concerning the potential acquisition of General Finance with the intent to 

benefit his siblings, Peter Perez and Durbin.  

77. Marc Perez knew or recklessly disregarded that Peter Perez and Durbin

would trade on the basis of that material non-public information. 

78. Marc Perez, directly or indirectly, personally benefited from disclosing

that material, non-public information to his siblings because giving a gift of trading 

information is the same as trading by the tipper followed by a gift of proceeds.   

79. At the time he traded in the securities of General Finance, Peter Perez

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COMPLAINT 12  
 

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knew or was reckless in not knowing that he was in possession of material non-public 

information concerning General Finance’s securities.  

80. At the time he traded in the securities of General Finance, Peter Perez 

knew or should have known that the material, non-public information about General 

Finance that Marc Perez had disclosed to him was disclosed or misappropriated by 

Marc Perez in breach of a fiduciary duty, or similar relationship of trust and 

confidence. 

81. At the time he traded in the securities of General Finance, Peter Perez 

knew or should have known that Marc Perez had tipped him material non-public 

information about General Finance with the intent to benefit Peter Perez. 

82. At the time she traded in the securities of General Finance, Durbin knew 

or was reckless in not knowing that she was in possession of material non-public 

information concerning General Finance’s securities.  

83. At the time she traded in the securities of General Finance, Durbin knew 

or should have known that the material, non-public information about General 

Finance that Marc Perez had disclosed to her was disclosed or misappropriated by 

Marc Perez in breach of a fiduciary duty, or similar relationship of trust and 

confidence. 

84. At the time she traded in the securities of General Finance, Durbin knew 

or should have known that Marc Perez had tipped her material non-public 

information about General Finance with the intent to benefit Durbin. 

85. By engaging in the conduct described above, defendants Marc Perez, 

Peter Perez, and Durbin, directly or indirectly, in connection with the purchase or sale 

of securities, by use of the means or instrumentalities of interstate commerce, or the 

mails, or the facilities of a national securities exchange:  (a) employed devices, 

schemes or artifices to defraud; (b) made untrue statements of material facts or 

omitted to state material facts necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; and/or 

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COMPLAINT 13  
 

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(c) engaged in acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon any person in connection with the purchase or sale of any 

security. 

86. By engaging in the foregoing conduct, defendants Marc Perez, Peter 

Perez, and Durbin violated, and unless enjoined will continue to violate, Section 

10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. 

§ 240.10b-5. 

SECOND CLAIM FOR RELIEF 

Violations of Section 14(e) of the Exchange Act and Rule 14e-3 Thereunder 

(Against All Defendants) 

87. The SEC realleges and incorporates by reference paragraphs 1 through 

71 above. 

88. By the time of defendants’ trading in General Finance’s securities in 

March and April 2021, substantial steps had been taken by United Rentals to 

complete a tender offer to acquire General Finance’s securities.   

89. Marc Perez was in possession of material information relating to such 

tender offer which information he knew or had reason to know was non-public and 

which he knew or had reason to know he had acquired, directly or indirectly, from the 

offering person, and/or its officers, directors, partners, employees, or other persons 

acting on behalf of the offering person.  Marc Perez was required to refrain from 

communicating that information to third-parties, including Peter Perez and Durbin, 

under circumstances in which it was reasonably foreseeable that such 

communications were likely to result in the trading of General Finance’s securities.   

90. By communicating that material non-public information concerning such 

tender offer to Peter Perez and Durbin, for the purpose of benefiting them and with 

the expectation that they would trade in General Finance’s securities on the basis of 

that information, Marc Perez caused Peter Perez and Durbin to purchase and sell 

General Finance’s securities.   

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COMPLAINT 14  
 

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91. At the time they traded in General Finance’s securities, defendants Marc 

Perez, Peter Perez, and Durbin were in possession of material information regarding 

such tender offer that they knew or had reason to know was non-public and had been 

acquired, directly or indirectly, by Marc Perez, an insider of General Finance, from 

the issuer.  

92. By engaging in the foregoing conduct, defendants Marc Perez, Peter 

Perez, and Durbin violated, and unless enjoined will continue to violate, Section 

14(e) of the Exchange Act, 15 U.S.C. § 78n(e), and Rule 14e-3 thereunder, 17 C.F.R. 

§ 240.14e-3. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants Marc Perez, Peter 

Perez, and Durbin committed the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Marc Perez, Peter Perez, and 

Durbin, and their officers, agents, servants, employees and attorneys, and those 

persons in active concert or participation with any of them, who receive actual notice 

of the judgment by personal service or otherwise, and each of them, from violating 

Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder 

[17 C.F.R. § 240.10b-5] and Section 14(e) of Exchange Act [15 U.S.C. § 78n(e)] and 

Rule 14e-3 thereunder [17 C.F.R. § 240.14e-3]. 

III. 

Issue a judgment, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure and pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2) and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently 

enjoining Defendants Marc Perez and Peter Perez from acting as an officer or director 

Case 2:23-cv-08079   Document 1   Filed 09/27/23   Page 14 of 15   Page ID #:14



COMPLAINT 15 

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of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 

15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

IV. 

Order Defendants Marc Perez, Peter Perez, and Durbin to disgorge all funds 

received from their illegal conduct, together with prejudgment interest thereon, 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 

78u(d)(5) and 78u(d)(7)]. 

V. 

Order Defendants Marc Perez, Peter Perez, and Durbin to pay civil penalties 

under Section 21A of the Exchange Act [15 U.S.C. § 78u-1]. 

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  September 27, 2023 
/s/ Gary Y. Leung 
GARY Y. LEUNG 
ROBERTO A. TERCERO 
Attorneys for Plaintiff 
Securities and Exchange Commission 

Case 2:23-cv-08079   Document 1   Filed 09/27/23   Page 15 of 15   Page ID #:15


	A. Marc Perez Learns About the United Rentals Acquisition Proposal
	B. Marc Perez Trades on the United Rentals Acquisition Proposal
	C. Marc Perez Tips Peter Perez and Durbin, Who Also Trade
	1. Peter Perez trades on the tip from his brother
	2. Durbin trades on the tip from her brother

	D. General Finance Publicly Announces the Acquisition and Defendants Sell at a Profit
	E. The United Rentals Acquisition Proposal Was Material Non-Public Information
	F. Marc Perez Breached His Fiduciary Duty To General Finance
	G. Peter Perez and Durbin Knew or Should Have Known That Marc Perez Breached His Fiduciary Duty When Tipping Them
	1. Peter Perez
	2. Durbin

	H. Defendants Acted with Scienter
	I. Defendants Traded in General Finance Securities After Substantial Steps Had Been Taken Towards a Tender Offer While in Possession of MNPI