April 30, 2024

Warren, Markey, Auchincloss, and 13 House Members Urge SEC to Open Investigation into UnitedHealth Executives’ Insider Trading Concerns

UnitedHealth executives sold over $100 million in company stock prior to public notice that the company was being investigated by the DOJ . 

Insider trading is punishable by criminal penalties up to $5 million and 20 years imprisonment. 

Letter Text (PDF)

Washington, D.C. — U.S. Senators Elizabeth Warren (D-Mass.) and Edward J. Markey (D-Mass.), along with U.S. Representative Jake Auchincloss (D-Mass.), sent a letter to Securities & Exchange Commission Chair Gary Gensler, urging him to open an insider trading investigation into stock trading by executives at UnitedHealth Group (UnitedHealth). The letter follows reporting from Bloomberg News which revealed that four top executives at UnitedHealth had sold a combined $101.5 million in company stock after the company had been informed that it was under investigation by the Department of Justice (DOJ) — but before the news of this investigation was made public.

UnitedHealth received notice on Oct. 10, 2023, that the DOJ had launched a non-public antitrust investigation into the company. The investigation was first publicly reported on February 26, 2024 — about four months later. However, during this four-month period, leadership at UnitedHealth sold off millions in company stock — including UnitedHealth Chair Stephen Hemsley who raked in $85 million. 

“The reports regarding these trades reveal a disturbing fact pattern,” wrote the lawmakers. “The timing of these trades… raises numerous questions. UnitedHealth’s stock value fell by 5.2% immediately after the published reports of the investigation.”

“Federal law bars individuals from ‘purchasing or selling a security while in possession of material nonpublic information’ – in this case, reportedly, a DOJ investigation of the company. Violation of these laws may subject individuals to civil penalties ‘three times the amount of the profit gained or loss avoided’ and criminal penalties up to $5,000,000 and 20 years imprisonment,” concluded the lawmakers. 

The letter is co-signed by U.S. Senator Ed Markey (D-Mass.); and by U.S. Representatives Hoyle (D-Ore.), Pramila Jayapal (D-Wash.), Summer Lee (D-Pa.), Stephen Lynch (D-Mass.), Betty McCollum (D-Minn.), Jim McGovern (D-Mass.), Seth Moulton (D-Mass.), Richard Neal (D-Mass.), Mark Pocan (D-Wis.), Katie Porter (D-Calif.), Ayanna Pressley (D-Mass.), Patrick Ryan (D-N.Y.), Rashida Tlaib (D-Mich.), and Lori Trahan (D-Mass.). 

Senator Warren has called on multiple administrations and agencies to fully enforce antitrust laws, scrutinize or block mergers that would harm competition, and hold white-collar criminals accountable for their actions: 

  • In October 2023, Senator Warren sent a letter to Attorney General Merrick Garland and Deputy Attorney General Lisa Monaco, calling on the DOJ to immediately reverse its newly unveiled “safe harbor” policy that would provide a get-out-of-jail-free card for mergers involving corporate white-collar criminals
  • In September 2023, Senator Warren and Representative Joe Neguse (D-Colo.) led 12 lawmakers in submitting a public comment to the Federal Trade Commission (FTC) in support of the agency’s proposed changes to the premerger notification form and associated instructions, and the premerger notification rules implementing the Hart-Scott-Rodino Antitrust Improvement Act. 
  • In September 2023, Senator Warren and Representative Becca Balint (D-Vt.), led 20 lawmakers in submitting a public comment to the DOJ and FTC, in support of the agencies’ proposed merger guidelines. They also encouraged the agencies to go further to fight consolidation and inequality.
  • In July 2023, released a statement after the DOJ and FTC updated their merger guidelines.
  • In February 2023, delivering a keynote speech on the fight to protect the economy and democracy from corporate monopolies, Senator Warren called on the Biden administration to stop harmful mergers before big companies turn into giants, including by investigating companies that may have skirted around the conditions for merger approval, toughening antitrust standards, issuing new merger guidelines, and opposing bad mergers outright.
  • In March 2022, Senator Warren and then-Representative Mondaire Jones (D-N.Y.) introduced the Prohibiting Anticompetitive Mergers Act, which would ban the biggest, most anticompetitive mergers and give the DOJ and FTC the tools to reject deals in the first instance without court orders and to break up harmful mergers. 
  • In December 2021, at a hearing of the Senate Finance Subcommittee on Fiscal Responsibility and Economic Growth, Senator Warren called on Congress and regulators to pass stronger antitrust laws, ban mergers involving huge companies, and encourage robust enforcement to protect the economy, consumers, workers, and data. 
  • In May 2019, Senator Warren and. Representative Pramila Jayapal (D-Wash.) released a new report: Rigged Justice 2.0: Government of the Billionaires, by the Billionaires, and for the Billionaires. The report is the second in a series on the failure of the federal government to hold corporate and white-collar criminals accountable, and highlights how enforcement hit a 20-year low under the Trump administration.
  • In January 2016, Senator Warren released a report: Rigged Justice: How Weak Enforcement Lets Corporate Offenders Off Easy. The report highlights 20 of the most egregious civil and criminal cases during the past year in which federal settlements failed to require meaningful accountability to deter future wrongdoing and to protect taxpayers and families.

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