Benjamin Tesfaye, of Irving, Texas, was in a romantic relationship with a woman who worked at a subsidiary of Asahi Kasei Corporation, the Japanese conglomerate, and whose job included assessing Calliditas Therapeutics AB’s compliance program in connection with Asahi Kasei’s pending acquisition of the Swedish pharmaceutical company. That role placed her at the center of one of the most sensitive categories of corporate information: the confidential details of an unannounced tender offer. According to the SEC, Tesfaye misappropriated that material nonpublic information from his partner and used it to trade ahead of the deal. On May 23, 2024, two trading days before the announcement, he purchased Calliditas securities, including American Depositary Receipts and out-of-the-money call options, in his personal brokerage account and in a family member’s account he controlled. On May 28, 2024, Asahi Kasei announced its tender offer to acquire Calliditas. The stock rose approximately 70%. Tesfaye liquidated his positions and generated $18,668 in illicit profits. On August 11, 2026, the SEC filed settled insider trading charges against him in the U.S. District Court for the Northern District of Texas. The pattern of trading on a partner or spouse who worked on the deal also appears in the cases of Nipun Kumar Jami, who traded ahead of the Adobe-Semrush deal, and Weizheng Zeng, who was assigned to the very due diligence team he traded on.
Without admitting the allegations, Tesfaye consented to a final judgment, subject to court approval, that would permanently enjoin him from violating Sections 10(b) and 14(e) of the Securities Exchange Act and Rules 10b-5 and 14e-3, the provisions that specifically prohibit trading on the basis of material nonpublic information about a tender offer. The judgment would order Tesfaye to pay $18,668 in disgorgement, $2,168 in prejudgment interest, and a civil penalty of $18,668, an amount equal to his entire profit. The SEC’s investigation was conducted with assistance from the Financial Industry Regulatory Authority.
A Tip From the Person Whose Job Was Compliance on the Very Deal Being Traded
The defining irony of the case is the source of the information. Tesfaye’s romantic partner did not merely happen to work somewhere adjacent to the transaction. Her role at the Asahi Kasei subsidiary specifically included assessing Calliditas’s compliance program in connection with the pending acquisition. She was, in other words, part of the diligence apparatus meant to evaluate the target company’s adherence to rules and controls, work that sits at the heart of a responsible corporate acquisition. According to the SEC, Tesfaye took the confidential information she had by virtue of that compliance role and used it to buy Calliditas securities before the public ever learned the deal existed. The information that was supposed to be protected by the professional handling it became the basis for the trades the SEC now says were illegal.
The structure of Tesfaye’s trades reflects the confidence that comes from inside knowledge. He did not simply buy shares. He bought out-of-the-money call options, contracts that only pay off if the stock rises above a strike price higher than where it was trading, and that expire worthless if the anticipated move does not happen. Out-of-the-money calls are the instrument of choice for a trader who knows a specific catalyst is imminent, because they offer maximum leverage on a near-term price jump. Combined with his purchases of Calliditas ADRs, the options positioned Tesfaye to profit sharply from exactly the kind of sudden increase that a tender offer announcement produces. He placed these trades on May 23, two trading days before the May 28 announcement, in both his own account and a family member’s account he controlled.
An 83% Premium, a 70% Stock Pop, and $18,668 in Two Trading Days
The Asahi Kasei tender offer was designed to be compelling to Calliditas shareholders, which is exactly what made it so profitable to trade ahead of. Asahi Kasei offered SEK 208 per ordinary share and SEK 416 per American Depositary Share, valuing the total transaction at approximately SEK 11.8 billion, or roughly $1.12 billion. The offer represented a premium of approximately 83% over Calliditas’s last trading price on Nasdaq Stockholm before the announcement. Calliditas, headquartered in Stockholm, focused on orphan diseases and sold TARPEYO, a treatment for the rare kidney disease IgA nephropathy, which was the strategic asset that made it attractive to Asahi Kasei as the Japanese company sought to expand its US pharmaceutical business. When a deal carries an 83% premium, the target’s stock jumps toward the offer price on announcement, and Calliditas’s securities rose approximately 70% following the news. Tesfaye’s $18,668 profit was the product of that jump, harvested across the two accounts he had positioned two days earlier.
A Penalty Equal to Every Dollar of Profit and a Tender Offer Rule Built for This Case
The settlement requires Tesfaye to give back all $18,668 in profits, pay $2,168 in interest, and pay an additional civil penalty of $18,668, a one-to-one penalty that doubles the financial consequence beyond simple disgorgement. The specific charge under Rule 14e-3 is notable because that rule was written precisely for situations like this one. Unlike the general insider trading provisions, which require proving a breach of a fiduciary duty, Rule 14e-3 prohibits trading on material nonpublic information about a tender offer by anyone who knows the information came from the acquiring or target company, regardless of whether a fiduciary duty was breached. The rule exists because tender offers are among the most predictable and dramatic price-moving events in the market, and the temptation to trade on advance knowledge of them is correspondingly high. The prohibition on tender offer trading captures exactly the conduct the SEC alleges here: a person who obtained confidential deal information and traded on it before the public announcement.
Conclusion
Benjamin Tesfaye was close to someone whose job was to assess Calliditas’s compliance program as part of Asahi Kasei’s $1.12 billion acquisition. According to the SEC, he took the confidential tender offer information she held through that role and bought Calliditas stock and out-of-the-money call options two trading days before the deal was announced, in his account and a family member’s account he controlled. The offer carried an 83% premium, the stock rose 70%, and he made $18,668. He settled by returning every dollar, paying interest, and paying a penalty equal to his entire profit. The information came from the person responsible for compliance on the deal. It was used to trade the deal.
