The Securities and Exchange Commission is investigating billionaire Ryan Cohen’s ownership—and surprise sale—of $Bed Bath & Beyond(BBBY)$ OSTK -1.91% decrease; red down pointing triangle shares at a time when such so-called meme stocks were all the rage with investors.
Cohen took a $120 million stake in Bed Bath & Beyond and pushed for changes to the housewares retailer’s sales strategy, but abruptly sold his 11.8% interest in August 2022, just days after tweeting positively about the company. The five-month investment netted him a profit of nearly $60 million.
Cohen’s interest in the company spurred a frenzy of trading that caused its stock to soar 34% in a day before collapsing when he disclosed the sales, prior to which he had gotten three new members appointed to the board.
The SEC has requested information from Cohen about his trades and his communications with officers or directors at Bed Bath & Beyond, according to people familiar with the matter. The regulator has also sought records from some of the company’s current and former board members.
The SEC’s civil investigations sometimes take more than two years and can end without the regulator bringing formal claims of wrongdoing.
Cohen founded online pet retailer Chewy and later developed a deep fan base of individual investors who herd into the stocks he buys. He most notably took control in 2021 of videogame retailer $GameStop(GME)$ , where he currently serves as executive chairman.
A group of Bed Bath and Beyond investors sued Cohen last year in Washington, D.C., federal court, alleging he committed fraud because he was aware of bad news about the company that hadn’t been disclosed when he sold his shares. They claim his statements on Twitter and in SEC filings were part of a pump-and-dump strategy that left small investors nursing big losses.
In an order issued in late July declining to dismiss the investors’ claims, U.S. District Judge Trevor N. McFadden called the timing of Cohen’s trades “sketchy.”
Cohen’s ability to attract a bandwagon of retail investors grew from the depths of the Covid-19 pandemic, when traders triggered by social-media posts and online communities such as Reddit began gambling on meme stocks.
According to the investors’ lawsuit, Cohen misled investors when he tweeted on Aug. 12, 2022, in response to a negative news article about Bed Bath & Beyond, that included an emoji showing the face of the moon.
Some investors took it as a bullish signal, indicating that Bed Bath & Beyond stock would go “to the moon,” according to the lawsuit. The stock rose 12% that day, according to FactSet data.
In his response to the investors’ lawsuit, Cohen denied misleading the market about his trading plans. He decided to sell, he said in a court filing, because the stock price had “unexpectedly increased to a value that exceeded what he believed it was worth.”
Cohen also said that one of his earlier disclosures told investors that he could sell some or all of his shares. He didn’t change that statement, so investors were on notice that Cohen could dump his stake at any time, his court filing said.
In declining to dismiss the case, Judge McFadden wrote that investors “plausibly alleged that the moon tweet relayed that Cohen was telling his hundreds of thousands of followers that Bed Bath’s stock was going up and that they should buy or hold.”
In the week after his tweet, Cohen filed two public updates to his Bed Bath & Beyond holdings. The first, on Aug. 16, 2022, said he hadn’t done any trading during the prior 60 days. The second, filed on Aug. 18, said he began selling all of his shares two days earlier.
The company filed for bankruptcy in April and has closed hundreds of its stores since last year.
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