“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.
This article was provided by Bloomberg News.