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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 are 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.
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market manipulation.
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties. Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter. In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trusts.
A fiduciary is someone who has undertaken to act for and on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence.
Utpal Bhattacharya is a finance professor at the Hong Kong University of Science and Technology. He is known for his research on market integrity, especially on insider trading.
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.
A regulatory agency or independent agency is a government authority that is responsible for exercising autonomous dominion over some area of human activity in a licensing and regulating capacity.
Dorsey & Whitney LLP is an American law firm with over 500 lawyers, and a similar number of staff, located in 21 offices in the United States, Canada, Europe, and Asia. The firm's headquarters is in Minneapolis, Minnesota, where it was founded. As of 2023, Dorsey is led by managing partner William R. Stoeri. The firm's lawyers have included several prominent public figures, including former U.S. Vice President Walter Mondale.
Jack M. Balkin is an American legal scholar. He is the Knight Professor of Constitutional Law and the First Amendment at Yale Law School. Balkin is the founder and director of the Yale Information Society Project (ISP), a research center whose mission is "to study the implications of the Internet, telecommunications, and the new information technologies for law and society." He also directs the Knight Law and Media Program and the Abrams Institute for Free Expression at Yale Law School.
The Coast Guard Judge Advocate General oversees the delivery of legal services to the United States Coast Guard, through the Office of the Judge Advocate General in Washington, the Legal Service Command, offices in the Atlantic and Pacific Areas, nine Coast Guard Districts, the Coast Guard Academy, three training centers, and a number of other activities and commands. Legal services are delivered by Coast Guard judge advocates and civilian counsel in ten legal practice areas: criminal law/military justice, operations, international activities, civil advocacy, environmental law, procurement law, internal organizational law, regulations and administrative law, legislative support and legal assistance.
John C. Coffee Jr. is the Adolf A. Berle Professor of Law and director of the Center on Corporate Governance at Columbia Law School.
Joseph Grundfest is an American academic. He is the William A. Franke Professor of Law and Business at Stanford Law School and co-director of the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission, a position to which he was appointed by President Ronald Reagan.
Robert M. "Bobby" Chesney is an American lawyer and the Dean of the University of Texas School of Law. He is the Charles I. Francis Professor in Law and was the associate dean for academic affairs before becoming the dean. Chesney teaches courses relating to U.S. national security and constitutional law. He is also the director of the Strauss Center for International Security and Law. Chesney addresses issues involving national security and law, including matters relating to military detention, the use of force, terrorism-related prosecutions, the role of the courts in national security affairs and the relationship between military and intelligence community activities. He is a co-founder and contributor along with Benjamin Wittes and Jack Goldsmith to the Lawfare Blog. He also co-hosts The National Security Law Podcast with fellow Texas law professor Stephen Vladeck.
D. Gordon Smith is the current dean of the J. Reuben Clark Law School of Brigham Young University (BYU). Smith has taught classes in business associations, contracts, corporate finance, law & entrepreneurship, and securities regulation.
David Lee Carden is an American lawyer, diplomat, mediator and author who is a former United States Representative to the Association of Southeast Asian Nations (“ASEAN”) with the rank of Ambassador Extraordinary and Plenipotentiary. He was nominated by President Barack Obama in November 2010 and confirmed by the U.S. Senate in March, 2011. He resigned his post in December 2013. Carden was a partner at Jones Day, an international law firm, where he was, at various times, the Partner in Charge of the firm's Asian offices and practices, the head of its International Securities practice, and the head of Litigation in its New York office.
Salman v. United States, 580 U.S. ___ (2016), was a United States Supreme Court case in which the Court held that gifts of confidential information without any compensation to relatives for the purposes of insider trading are a violation of securities laws. The Court relied on its decision in Dirks v. Securities and Exchange Commission, 463 U.S. 646 (1983), which held that "that a tippee is exposed to liability for trading on inside information only if the tippee participates in a breach of the tipper's fiduciary duty."
Bradley J. Bondi is an American lawyer, law professor, and partner at Paul Hastings LLP, where he is the Global Co-Chair of the firm's Investigations and White Collar Defense practice. He has also served on the executive staff of the Securities and Exchange Commission (SEC) and was appointed to the Financial Crisis Inquiry Commission (FCIC) in the wake of the 2007-2008 financial crisis to investigate its causes.
Robert L. Fischman is the George P. Smith, II Distinguished Professor of Law at the Indiana University Maurer School of Law in Bloomington, Indiana. He is also an adjunct professor at the Indiana University School of Public and Environmental Affairs.
Hannah L. Buxbaum is vice president for international affairs at Indiana University. She is a professor at the Indiana University Maurer School of Law in Bloomington, Indiana, where she holds the John E. Schiller Chair in Legal Ethics. She was appointed vice president for international affairs in 2018. From 2015-2018, she served as the inaugural academic director of the IU Europe Gateway in Berlin.
David H. Webber is the author of The Rise of the Working Class Shareholder: Labor's Last Best Weapon and Associate Dean for Intellectual Life at Boston University School of Law, where he writes about shareholder activism and litigation.
Michael J. Kaufman is the Dean and a Professor of Law at Santa Clara University School of Law. He previously served as Dean of Loyola University Chicago School of Law, where he also held several administrative positions at Loyola University Chicago, including Acting Provost and Chief Academic Officer and Vice Provost for Academic Strategy. His research and teaching focuses on education law, equity, policy, and pedagogy; securities regulation and litigation; and civil procedure and dispute resolution.
References
- 1 2 "Donna M. Nagy". Indiana University Maurer School of Law. Retrieved November 26, 2019.
- ↑ "Professor Donna M. Nagy". American Law Institute. Retrieved November 26, 2019.
- ↑ See, e.g., "Q&A with Annual Meeting Organizers". Association of American Law Schools. Retrieved November 26, 2019.
- ↑ Nagy, Donna M. (2016). "Beyond Dirks: Gratuitous Tipping and Insider Trading". Journal of Corporation Law. 42: 1–57.
- ↑ Nagy, Donna M. (October 2016). "Salman v. United States: Insider Trading's Tipping Point?". Stanford Law Review Online. 69: 28–36.
- ↑ Nagy, Donna M. (2015). "The Costs of Mandatory Cost-Benefit Analysis in SEC Rulemaking". Arizona Law Review. 57: 129–160.
- ↑ Nagy, Donna M.; Painter, Richard (January 12, 2018). "Plugging Leaks and Lowering Levees in the Federal Government: Practical Solutions for Securities Trading Based on Political Intelligence". University of Illinois Law Review. 2014: 1521–1572. SSRN 2466414.
- ↑ Nagy, Donna M. (2013). "Owning Stock While Making Law: An Agency Problem and a Fiduciary Solution". Wake Forest Law Review. 48: 567–623. SSRN 2373180.
