SEC Charges Robert Scott Murray and Trillium Capital with Fraudulent Scheme to Manipulate Getty Images Stock

The Securities and Exchange Commission 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. by announcing a phony offer by Trillium to purchase Getty Images. Murray, of Mashpee, Mass., is a former CEO and CFO of several publicly traded companies. The SEC’s complaint, filed in 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 upon Getty Images to sell itself or to add Murray to its board of directors. The complaint alleges that Murray designed these press releases, in part, to increase Getty Images stock price, but the releases failed to have much effect on Getty Images stock. Murray thus allegedly devised what he called his “new plan” to pump up the price of Getty Images stock by announcing a phony buyout offer. On the morning of April 24, 2023, Murray and Trillium Capital issued a press release announcing Trillium’s supposed proposal to buy all outstanding stock of Getty Images for $10 a share, nearly twice the prior trading day’s closing price. The supposed offer caused the company’s stock price to spike. The SEC’s complaint alleges that the buyout announcement was false and misleading because Murray and Trillium had no real intention of acquiring Getty, nor did they make a genuine effort to fund the proposed transaction. Although Murray and Trillium pledged in the press release that they would hold their shares, Murray started to liquidate his Getty Images stock within minutes after the market opened on April 24, without even waiting for Getty to respond to his announced offer. “Murray claimed that his buyout proposal could create real value for Getty shareholders,” said Mark Cave, Associate Director in the SEC’s Division of Enforcement. “But we allege that, in the end, Murray leveraged his professional credentials to orchestrate an old-fashioned pump-and-dump scheme, disguised as shareholder activism.” The SEC's complaint charges Murray and Trillium with violating the antifraud 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 the entry of a judgment that permanently enjoins them from future violations of these provisions of the federal securities laws, enjoins them from participating or engaging in certain securities-related conduct, and bars Murray from serving as an officer or director of a public company. 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 parallel action, the U.S. Attorney's Office for the District of Massachusetts today announced criminal charges against Murray. The SEC's investigation was conducted by Jonathan Cowen, Michael Keating, and Kevin Gershfeld and supervised by Jeffrey P. Weiss and Mr. Cave. The SEC's litigation will be led by Zachary Avallone and supervised by Melissa Armstrong. The SEC appreciates the assistance of the U.S. Attorney's Office for the District of Massachusetts, the FBI, and the Financial Industry Regulatory Authority.

The Securities and Exchange Commission 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. by announcing a phony offer by Trillium to purchase Getty Images. Murray, of Mashpee, Mass., is a former CEO and CFO of several publicly traded companies. The SEC’s complaint, filed in 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 upon Getty Images to sell itself or to add Murray to its board of directors. The complaint alleges that Murray designed these press releases, in part, to increase Getty Images stock price, but the releases failed to have much effect on Getty Images stock. Murray thus allegedly devised what he called his “new plan” to pump up the price of Getty Images stock by announcing a phony buyout offer. On the morning of April 24, 2023, Murray and Trillium Capital issued a press release announcing Trillium’s supposed proposal to buy all outstanding stock of Getty Images for $10 a share, nearly twice the prior trading day’s closing price. The supposed offer caused the company’s stock price to spike. The SEC’s complaint alleges that the buyout announcement was false and misleading because Murray and Trillium had no real intention of acquiring Getty, nor did they make a genuine effort to fund the proposed transaction. Although Murray and Trillium pledged in the press release that they would hold their shares, Murray started to liquidate his Getty Images stock within minutes after the market opened on April 24, without even waiting for Getty to respond to his announced offer. “Murray claimed that his buyout proposal could create real value for Getty shareholders,” said Mark Cave, Associate Director in the SEC’s Division of Enforcement. “But we allege that, in the end, Murray leveraged his professional credentials to orchestrate an old-fashioned pump-and-dump scheme, disguised as shareholder activism.” The SEC's complaint charges Murray and Trillium with violating the antifraud 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 the entry of a judgment that permanently enjoins them from future violations of these provisions of the federal securities laws, enjoins them from participating or engaging in certain securities-related conduct, and bars Murray from serving as an officer or director of a public company. 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 parallel action, the U.S. Attorney's Office for the District of Massachusetts today announced criminal charges against Murray. The SEC's investigation was conducted by Jonathan Cowen, Michael Keating, and Kevin Gershfeld and supervised by Jeffrey P. Weiss and Mr. Cave. The SEC's litigation will be led by Zachary Avallone and supervised by Melissa Armstrong. The SEC appreciates the assistance of the U.S. Attorney's Office for the District of Massachusetts, the FBI, and the Financial Industry Regulatory Authority.