Talbot

I. FACTUAL AND PROCEDURAL BACKGROUND

A. Facts

J. Thomas Talbot is a businessman and attorney who, for the past thirty years, has served as a director on the boards of several companies. In April 2003, Talbot sat on the Board of Directors (the “Board”) of Fidelity National Financial, Inc. (“Fidelity”), a publicly traded Delaware corporation and national title insurance company. Fidelity owned approxi- mately a 10 percent interest in LendingTree, Inc. (“LendingTree”), an online lending and realty services exchange, which is publicly traded on the NASDAQ National Market System.

On April 18 or 19, 2003, LendingTree’s CEO, Douglas Lebda, informed Brent Bickett, Fidelity’s Vice President, that negotiations were proceeding for a third party to acquire 7786 SEC v. TALBOT LendingTree. Lebda informed Bickett because, “as a signifi- cant shareholder of [LendingTree], we knew that [Fidelity] would need to ultimately consent to a transaction, if it hap- pened.” Although Lebda did not state the name of the poten- tial acquirer, Lebda indicated that the “majority of the [LendingTree] Board was in favor of the transaction,” that the acquirer “was not a competitor of…