(Bloomberg) - RTW Investments, a $6.5 billion hedge fund specializing in the life sciences, is being investigated by the Securities and Exchange Commission over the firm’s involvement in a proxy fight at Masimo Corp.
The hedge fund, founded by Rod Wong, is cooperating with the agency, and the existence of a probe doesn’t mean laws were broken, New York-based RTW said in a note to clients Monday. It characterized the SEC inquiry as a fact-finding investigation.
Spokespeople for RTW, Masimo and the SEC declined to comment.
Masimo, a health-care technology company, had been engaged in a proxy fight with activist hedge fund Politan Capital Management. In September, two Politan nominees were elected to the board, beating out two of the company’s directors, including founder and Chief Executive Officer Joe Kiani, who subsequently resigned.
A month later, Masimo sued Kiani, alleging that he and RTW colluded on an “empty voting” scheme aimed at manipulating the election.
The maneuver involves a stockholder artificially increasing its voting power by simultaneously buying stock and acquiring an offsetting short-sale position, then immediately unwinding the trades after the company meeting.
The suit, filed in federal court in Manhattan, alleged that the empty voting strategy made Kiani and RTW an insider group with a legal obligation to disclose material changes in their Masimo holdings. They’re also required to disgorge any short-swing profits under a law aimed at curbing insider trading, according to the complaint.
RTW previously described the lawsuit as “improper on multiple levels.”
By Katherine Burton
With assistance from Nicola M. White
