SEC Charges Eagle Bancorp and Former CEO with Failing to Disclose Related Party Loans
Washington D.C., Aug. 16, 2022 —
The Securities and Exchange Commission today charged Eagle Bancorp, Inc., based in Bethesda, Maryland, and its former Chief Executive Officer and Chairman of the Board, Ronald D. Paul, with negligently making false and misleading statements about related party loans extended by the bank to Paul’s family trusts. Eagle and Paul have agreed to settle the SEC’s charges.
The SEC’s order against Eagle finds that, from March 2015 through April 2018, Eagle failed to include loans to Paul’s family trusts totaling at times nearly $90 million in the related party loan balances included in its annual reports and proxy statements. The SEC’s order also finds that Eagle improperly omitted tens of millions of dollars of loans to Eagle directors and their family members from these related party loan balances. Both SEC regulations and Generally Accepted Accounting Principles (GAAP) required Eagle to disclose these material related party transactions.
The SEC’s order also finds that, following a December 2017 short seller’s report asserting Eagle had made significant undisclosed loans to Paul’s family trusts, Eagle and Paul falsely stated in press releases, news articles, and meetings with investors that the trust loans were not related party loans and that Eagle was in compliance with all related party loan requirements. The SEC’s order finds that even though Eagle’s independent auditor and primary regulator concluded that the trusts were related parties under GAAP and banking regulations, respectively, Eagle again failed to disclose the trust loans as related party loans in its 2017 annual report.
“Adequate disclosures of related party transactions are essential to enable investors to evaluate an issuer’s corporate governance,” said Sanjay Wadhwa, Deputy Director of the SEC’s Enforcement Division. “Here, faced with a short seller’s report alleging undisclosed related party loans by the bank, both Eagle and Paul failed to respond truthfully and accurately.”
The SEC’s order finds that Eagle violated the negligence-based anti-fraud, proxy, reporting, books and records, and internal accounting controls provisions of the federal securities laws. Without admitting or denying the SEC’s findings, Eagle agreed to cease and desist from future violations and to pay disgorgement of $2.6 million, prejudgment interest of $750,493, and a civil penalty of $10 million.
The SEC’s complaint against Paul, filed in the Southern District of New York, charges him with violating the negligence-based antifraud and proxy provisions and making false certifications. Without admitting or denying the SEC’s allegations, Paul has agreed to a permanent injunction, to a two-year officer and director bar, and to pay disgorgement of $109,000, prejudgment interest of $22,216, and a penalty of $300,000. The settlement is subject to court approval.
In a parallel action, the Federal Reserve Board today announced settled enforcement actions against EagleBank and Paul.
The SEC’s investigation was led by Emily Shea, with assistance from Avron Elbaum, Peter Rosario, James Carlson, and Fred Block. It was supervised by Kevin Guerrero. The SEC appreciates the assistance of the Federal Reserve Board and the Federal Reserve Bank of Richmond.