## Facts

- Samarth Agrawal worked as a quantitative analyst in Société Générale’s New York high-frequency trading group and had authorized access to confidential proprietary trading-system source code.
- The source code was developed at substantial cost and generated significant revenue for the bank’s trading business.
- While still employed, Agrawal accepted employment with Tower Research Capital, which sought to have him replicate the bank’s trading systems.
- Agrawal printed thousands of pages of the proprietary code, removed the paper printouts from the New York office, and transported them to his home in New Jersey.
- Surveillance captured Agrawal printing large volumes of code and placing the printouts in his backpack; he was arrested at his apartment on the day he was to begin work at Tower.
- At trial, Agrawal did not materially dispute that he took the code and shared information about the trading software with Tower.
- A jury in the Southern District of New York convicted Agrawal of violating the Economic Espionage Act (18 U.S.C. § 1832) and the National Stolen Property Act (18 U.S.C. § 2314).

## Issues

1. Whether unpreserved challenges to the legal sufficiency of the Economic Espionage Act count warranted reversal, including whether the jurisdictional element (trade secret related to a product produced for or placed in interstate or foreign commerce) was adequately alleged and proved.
2. Whether transporting paper printouts containing proprietary source code satisfied the National Stolen Property Act requirement of stolen “goods, wares, or merchandise” valued at $5,000 or more, particularly in light of precedent limiting the statute’s reach over purely intangible property.
3. Whether the evidence was factually sufficient to prove the National Stolen Property Act offense, including the statutory value element.
4. Whether the jury instructions, or any alleged constructive amendment or prejudicial variance between indictment and proof, required reversal.

## Decision

- The Second Circuit affirmed the convictions under both 18 U.S.C. § 1832 and 18 U.S.C. § 2314.
- Applying plain-error review to unpreserved legal sufficiency objections, the court held Agrawal failed to show any assumed pleading or statutory error affected substantial rights or the fairness, integrity, or public reputation of judicial proceedings.
- The court rejected the argument that the National Stolen Property Act could not apply, emphasizing that Agrawal physically transported tangible paper documents embodying the code across state lines.
- The court found the trial evidence sufficient to support the National Stolen Property Act value element based on development cost, revenue generated, and Agrawal’s expected compensation for replication.
- The court rejected claims of instructional error, constructive amendment, and prejudicial variance, concluding the charge and proof did not alter the core conduct alleged and did not prejudice the defense.

## Legal Principles

- Unpreserved challenges to an indictment’s legal sufficiency and to statutory coverage are reviewed for plain error; reversal requires a showing of prejudice affecting substantial rights and the fairness and integrity of proceedings.
- Under 18 U.S.C. § 1832, the government must establish the statute’s commerce-related jurisdictional requirement; on plain-error review, alleged defects in pleading or explanation do not warrant reversal absent a showing of outcome-affecting prejudice.
- Under 18 U.S.C. § 2314, transporting tangible items across state lines can satisfy the “goods, wares, or merchandise” element even when the items embody valuable proprietary information; the tangible medium of the stolen property matters to statutory application.
- The National Stolen Property Act’s $5,000 value element may be supported by evidence of development costs, revenue attributable to the property, and market-based indicators such as anticipated compensation for use or replication.
- A constructive amendment occurs only when trial proof or instructions effectively alter the charged offense’s core; nonprejudicial variances that do not impair defense preparation or create double-jeopardy risk do not require reversal.

## Conclusion

The Second Circuit upheld Agrawal’s trade-secret theft convictions, distinguishing prior limits on applying the National Stolen Property Act to purely intangible property and holding that, under plain-error review, the physical printing and interstate transport of the source code on paper supported liability under both the Economic Espionage Act and the National Stolen Property Act.


United States v. Agrawal, 726 F.3d 235 (2d Cir. 2013)