Financial Industry Regulatory Authority (FINRA) has reportedly opened an inquiry into trading ahead of reports of a shelved takeover approach for Douglas Elliman Inc. (NYSE:DOUG) and asked the brokerage to identify who knew about Anywhere Real Estate Inc.’s (NYSE:HOUS) bid before it became public in late May.
Reuters reports that the watchdog also requested a timeline, board minutes, and pre-clearance records as part of a routine review that does not itself allege violations, citing screenshots of the two letters that Reuters observed.
The report notes that FINRA’s ‘market abuse division’ requested information in June and again in August, seeking a chronology of events leading up to the media coverage that sent Douglas Elliman’s shares sharply higher on May 23.
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The watchdog routinely examines unusual activity and refers suspected insider trading to the U.S. Securities and Exchange Commission.
In a June 9 letter, FINRA said it was “conducting a routine review of trading” and asked for a comprehensive timeline and supporting materials.
A later letter emphasized: “This inquiry should not be construed as an indication that FINRA has determined that any violations…have occurred,” Reuters noted.
The regulator requested board minutes, the names of individuals briefed on the potential transaction, communications with external advisers, company policies governing employee trading, and details on any pre-clearance requests made in the month preceding May 23.
In its June 25 response, Douglas Elliman noted that director Patrick Bartels sought and received permission on May 7 to purchase $250,000 of company shares, Reuters reported, citing correspondence reviewed by reporters. The transaction was subsequently disclosed in an SEC filing.
It was the only trade the company highlighted in its letter. Reuters could not determine what prompted FINRA’s review or whether it focuses on any specific transaction. Attempts to reach Bartels and his counsel at Akin Gump were unsuccessful.
Douglas Elliman told FINRA that Anywhere submitted a $5-per-share proposal on March 5.
The brokerage and its advisers evaluated the approach, but discussions stalled when Anywhere backed away on April 16. Talks briefly reignited after Evercore, advising Anywhere, alerted Bank of America, advising Douglas Elliman, on the evening of May 7 that a revised offer was in the works, which Evercore delivered on May 20.
On May 23, news of the interest became public and the stock surged.
The 114-year-old firm—known for brokering trophy properties and featuring on real estate reality shows—faces separate civil litigation that it denies and has endured activist scrutiny following a stretch of quarterly losses.
FINRA’s review highlights the increased regulatory scrutiny of potential misuse of material nonpublic information surrounding market-moving news.
Price Action: HOUS shares are trading higher by 1.05% to $10.57 premarket at last check on Wednesday, DOUG shares are trading lower by 1.05% to $2.830.
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