4.10.2009 J. Thomas Talbot, a former Director of Fidelity National Financial Inc., settled an insider trading case brought by the SEC. The SEC alleges that in April 2003, Talbot engaged in insider trading by purchasing stock of LendingTree, Inc., after learning at a meeting of the Fidelity Board of Directors that LendingTree would be acquired by another company. According to the SEC, on April 22, 2003, Fidelity's Chief Executive Officer told Talbot and other Fidelity board members that LendingTree would likely be acquired by another company at a significant premium over its then-current trading price. At the time of the meeting, Fidelity owned approximately 12% of LendingTree. At the Fidelity Board meeting, the SEC alleged, Talbot heard the CEO's comments about the potential acquisition, and wrote "LendingTree" on the top of his meeting agenda. These words constituted the only notes that Talbot made during the four-hour Board meeting. The SEC alleges that after this information was conveyed to the Board of Directors, a Fidelity Board member cautioned the directors not to trade in LendingTree securities because they had been provided with confidential information.

The SEC allege that two days after the Board meeting, Talbot breached the fiduciary duty he owed to Fidelity and purchased 5,000 shares of LendingTree stock at $13.50 per share on the basis of the material, non-public information he misappropriated from Fidelity. According to the SEC, Talbot similarly purchased an additional 5,000 shares of LendingTree at $14.50 per share on April 30, 2003. The SEC further alleged that on May 5, 2003, the day that USA Interactive announced that it would acquire LendingTree, Talbot sold his 10,000 shares of LendingTree stock, realizing illicit profits of $67,881.

Click http://www.sec.gov/litigation/litreleases/2009/lr21004.htm to access the administrative action.