Insider trading is the trading of a public company's stock or other securities based on material, nonpublic information about the company. In various countries, some kinds of trading based on insider information is illegal. This is because it is seen as unfair to other investors who do not have access to the information, as the investor with insider information could potentially make larger profits than a typical investor could make. The rules governing insider trading are complex and vary significantly from country to country. The extent of enforcement also varies from one country to another. The definition of insider in one jurisdiction can be broad and may cover not only insiders themselves but also any persons related to them, such as brokers, associates, and even family members. A person who becomes aware of non-public information and trades on that basis may be guilty of a crime.
Respondeat superior is a doctrine that a party is responsible for acts of their agents. For example, in the United States, there are circumstances when an employer is liable for acts of employees performed within the course of their employment. This rule is also called the master-servant rule, recognized in both common law and civil law jurisdictions.
Vicarious liability is a form of a strict, secondary liability that arises under the common law doctrine of agency, respondeat superior, the responsibility of the superior for the acts of their subordinate or, in a broader sense, the responsibility of any third party that had the "right, ability or duty to control" the activities of a violator. It can be distinguished from contributory liability, another form of secondary liability, which is rooted in the tort theory of enterprise liability because, unlike contributory infringement, knowledge is not an element of vicarious liability. The law has developed the view that some relationships by their nature require the person who engages others to accept responsibility for the wrongdoing of those others. The most important such relationship for practical purposes is that of employer and employee.
The Private Securities Litigation Reform Act of 1995, Pub. L. 104–67 (text)(PDF), 109 Stat. 737 ("PSLRA") implemented several substantive changes in the United States that have affected certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation, and awards fees and expenses.
SEC Rule 10b-5, codified at 17 CFR 240.10b-5, is one of the most important rules targeting securities fraud promulgated by the U.S. Securities and Exchange Commission, pursuant to its authority granted under § 10(b) of the Securities Exchange Act of 1934. The rule prohibits any act or omission resulting in fraud or deceit in connection with the purchase or sale of any security. The issue of insider trading is given further definition in SEC Rule 10b5-1.
Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).
A civil conspiracy is a form of conspiracy involving an agreement between two or more parties to deprive a third party of legal rights or deceive a third party to obtain an illegal objective. A form of collusion, a conspiracy may also refer to a group of people who make an agreement to form a partnership in which each member becomes the agent or partner of every other member and engage in planning or agreeing to commit some act. It is not necessary that the conspirators be involved in all stages of planning or be aware of all details. Any voluntary agreement and some overt act by one conspirator in furtherance of the plan are the main elements necessary to prove a conspiracy.
Corporate liability, also referred to as liability of legal persons, determines the extent to which a company as a legal person can be held liable for the acts and omissions of the natural persons it employs and, in some legal systems, for those of other associates and business partners.
Vertrue Incorporated, headquartered in Norwalk, Connecticut, is an American consumer services marketing company. The company again received an "F" from the Better Business Bureau for making unauthorized charges to its customers' credit cards. In 2007 it was acquired by a trio of investment firms, including Rho Ventures. In 2010, Vertrue and two of its subsidiaries were found guilty of defrauding nearly 500,000 of their customers in Iowa.
Central Bank of Denver v. First Interstate Bank of Denver, 511 U.S. 164 (1994), was a decision by the United States Supreme Court, which held private plaintiffs may not maintain aiding and abetting suit under Securities Exchange Act § 10(b).
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Fairfield Greenwich Group is an investment firm founded in 1983 in New York City. The firm had among the largest exposures to the Bernard Madoff fraud.
Morrison v. National Australia Bank, 561 U.S. 247 (2010), was a United States Supreme Court case concerning the extraterritorial effect of U.S. securities legislation. Morrison extinguished two species of securities class-action claims that had proliferated in preceding years: "foreign-cubed" claims, in which foreign plaintiffs sued foreign issuers for losses on transactions on foreign exchanges, and "foreign-squared" claims, brought by domestic plaintiffs against foreign issuers for losses on transactions on foreign exchanges.
Merrill, previously branded Merrill Lynch, is an American investment management and wealth management division of Bank of America. Along with BofA Securities, the investment banking arm, both firms engage in prime brokerage and broker-dealer activities. The firm is headquartered in New York City, and once occupied the entire 34 stories of 250 Vesey Street, part of the Brookfield Place complex in Manhattan. Merrill employs over 14,000 financial analysts and manages $2.3 trillion in client assets. The company also operates Merrill Edge, a division for investment and related services, including call center counsultancy.
A securities class action (SCA), or securities fraud class action, is a lawsuit filed by investors who bought or sold a company's publicly traded securities within a specific period of time and suffered economic injury as a result of violations of the securities laws.
Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S. 258 (2014), is a United States Supreme Court case regarding class action certification for a securities fraud claim. Under the fraud-on-the-market theory, the Court had to inquire as to if markets are economically efficient. The Court presumed they are.
Mark (Meir) Nordlicht is the founder and former chief investment officer of Platinum Partners, a U.S. based hedge fund, which came to be known for its unusual investment strategies becoming the subject of a series of controversial criminal and legal actions. According to an indictment, Nordlicht, in addition to the fund's co-CIO and CFO, were accused of running a "ponzi like scheme". A jury acquitted all defendants on the core charges relating to the Ponzi scheme operation, but found two of the lead executives guilty on the lesser charges relating to a bond-rigging scheme. In an unusual move, Judge Brian Cogan, presiding in the case of United States vs. Nordlicht, et al., reversed the jurors' guilty verdicts and acquitted the firm's co-CIO of the lesser charges in a full acquittal, but ordered a new trial to be set for Nordlicht. An appellate court later upheld the convictions.
Reid Collins & Tsai LLP is a national trial law firm with offices in New York, Austin, Dallas, Wilmington, and Washington, D.C. The firm represents plaintiffs in complex commercial litigation on a mixed-fee or contingency-fee basis.
Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019), was a United States Supreme Court case from the October 2018 term.
Jarkesy v. Securities and Exchange Commission (2022) is a case that has been going on for almost a decade. In May 2022, Court of Appeals for the Fifth Circuit held, under certain statutory provisions, the Securities and Exchanges Commission's administrative adjudication of fraud claims without jury trials in their administrative proceedings with their own ALJs violated three provisions of the Constitution.
