Tracinda said in November 2006 it was considering buying or selling additional shares of GM stock, when it had secretly offered to sell 28 million shares, but didn't get the price it wanted, the SEC said. Days later it unloaded its entire stake. Peter Henning, a Wayne State University law professor and former SEC attorney, said these cases are difficult to prove. 'This is a slap on the wrist to try to send a message that the SEC is watching these disclosures,' he said. Kerkorian wanted to avoid telegraphing his intentions about his remaining shares because that could drive down the price of the stock, Henning said. In light of the SEC order, Tracinda rewrote its agreements governing its current 6.43 percent stake in Ford Motor Co. and filed amended ones late Tuesday. The order sheds new light on Kerkorian's decision to sell off his entire stake of GM stock over the course of two weeks in 2006. Kerkorian met with Tracinda's closest advisers regarding his investment in GM on Nov. 16, with a key adviser suggesting the price of GM stock would likely fall after the second quarter of 2007, according to SEC documents. Discussion at that meeting centered on whether Kerkorian should sell half of his 56 million shares of GM stock. By Nov. 20, Tracinda had offered to sell 28 million shares of GM stock to a broker-dealer. 'That firm was willing to buy 28 million shares, but only at a significant discount to the then-current market price. (Tracinda) was not willing to sell at that price at that time,' the SEC wrote in its cease and desist order. 'Instead, respondent asked for a bid on 14 million shares. This time the price was higher and (Tracinda) executed the transaction that day.' On Nov. 22, Tracinda disclosed the sale of 14 million shares but 'did not disclose that (Tracinda) had a plan to sell 28 million shares of its GM stock. Nor did (Tracinda) disclose that it had proposed a sale of 28 million shares of GM stock.' Instead, Tracinda said it might 'acquire or dispose of additional shares.' On Nov. 28, Tracinda sold an additional 14 million shares of GM stock. Two days later, Tracinda sold its remaining shares. The SEC order offers insight into Kerkorian's thinking behind his purchase of GM Stock. On Feb. 1, 2005, Kerkorian asked a trusted adviser -- not named by the SEC -- about whether he should invest in GM. By April 1, a key Kerkorian adviser, Jerry York, completed a report and said the investment was a 'no-brainer,' according to the cease and desist order, and began acquiring shares soon afterward. Kerkorian ultimately owned 9.9 percent of GM stock . York joined GM's board of directors in February 2006 and urged the board to consider an alliance with Renault-Nissan. The board announced Oct. 4 it would not continue discussions over an alliance and York resigned on Oct. 6. Six weeks later, Kerkorian met with his aides to discuss a sale of his stock. Kerkorian is believed to have made less than $100 million on his $1.5 billion GM investment.