Download or read book Poetic Expansions of Insider Trading Liability written by John P. Anderson and published by . This book was released on 2017 with total page 20 pages. Available in PDF, EPUB and Kindle. Book excerpt: Professors Michael Guttentag and Donna Nagy have each offered arguments suggesting that the entire tipper-tippee framework first laid out by the Supreme Court in Dirks, including the personal benefit test, has been rendered obsolete by subsequent common law and regulatory developments that have fundamentally transformed the U.S. insider trading enforcement regime. These developments include: (1) the Supreme Court's endorsement of the misappropriation theory in United States v. O'Hagan, (2) recent state court decisions offering more expansive accounts of what conduct constitutes a breach of fiduciary duty of loyalty in the corporate context, and (3) the SEC's adoption of Regulation FD in 2000. Both Guttentag's and Nagy's arguments are erudite and quite creative. Such creativity is a virtue in law professors, but not in prosecutors. Exercising poetic license to expand criminal liability risks violating the time-honored principal of legality and leaving citizens without adequate notice of the crimes for which they may be charged. Insider trading law in the United States is already plagued by vagueness, and concern over prosecutors' continued exploitation of this ambiguity to push the line of liability further and further out is part of what motivated the Second Circuit to push back in Newman. I share the Newman court's concern. In this short article, I summarize what I take to be the most crucial aspects of Guttentag's and Nagy's arguments. I then offer some criticism. Specifically, I explain why I regard these interpretations as poetic expansions (rather than straightforward readings) of the law, a conclusion that was only strengthened by the Supreme Court's recent decision in Salman.
Download or read book Insider Trading written by John P. Anderson and published by Cambridge University Press. This book was released on 2018-06-07 with total page 277 pages. Available in PDF, EPUB and Kindle. Book excerpt: As long as insider trading has existed, people have been fixated on it. Newspapers give it front page coverage. Cult movies romanticize it. Politicians make or break careers by pillorying, enforcing, and sometimes engaging in it. But, oddly, no one seems to know what's really wrong with insider trading, or - because Congress has never defined it - exactly what it is. This confluence of vehemence and confusion has led to a dysfunctional enforcement regime in the United States that runs counter to its stated goals of efficiency and fairness. In this illuminating book, John P. Anderson summarizes the current state of insider trading law in the US and around the globe. After engaging in a thorough analysis of the practice of insider trading from the normative standpoints of economic efficiency, moral right and wrong, and virtue theory, he offers concrete proposals for much-needed reform.
Download or read book The New Stock Market written by Merritt B. Fox and published by Columbia University Press. This book was released on 2019-01-08 with total page 612 pages. Available in PDF, EPUB and Kindle. Book excerpt: The U.S. stock market has been transformed over the last twenty-five years. Once a market in which human beings traded at human speeds, it is now an electronic market pervaded by algorithmic trading, conducted at speeds nearing that of light. High-frequency traders participate in a large portion of all transactions, and a significant minority of all trade occurs on alternative trading systems known as “dark pools.” These developments have been widely criticized, but there is no consensus on the best regulatory response to these dramatic changes. The New Stock Market offers a comprehensive new look at how these markets work, how they fail, and how they should be regulated. Merritt B. Fox, Lawrence R. Glosten, and Gabriel V. Rauterberg describe stock markets’ institutions and regulatory architecture. They draw on the informational paradigm of microstructure economics to highlight the crucial role of information asymmetries and adverse selection in explaining market behavior, while examining a wide variety of developments in market practices and participants. The result is a compelling account of the stock market’s regulatory framework, fundamental institutions, and economic dynamics, combined with an assessment of its various controversies. The New Stock Market covers a wide range of issues including the practices of high-frequency traders, insider trading, manipulation, short selling, broker-dealer practices, and trading venue fees and rebates. The book illuminates both the existing regulatory structure of our equity trading markets and how we can improve it.
Download or read book Nothing New Man The Second Circuit s Clarification of Insider Trading Liability in United States V Newman Comes at a Critical Juncture in the Evolution of Insider Trading written by Reed Harasimowicz and published by . This book was released on 2015 with total page 47 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article discusses how the Newman decision comes at a critical juncture where the SEC plans to bring more insider-trading cases in-house. The Note argues that the law does not support the SEC's expansion of insider trading liability and it its prosecutorial tactics need to be re-evaluated in light of the current state of insider trading law. This note discusses the development of insider trading law and the requirements for liability. It details the arguments for both sides and the ultimate decision in the Newman case. Finally, it argues that the Newman Court's decision is consistent with Supreme Court precedent and highlights the disjuncture between the judiciary and government's approach to insider trading liability.
Download or read book Insider Trading written by William K. S. Wang and published by Aspen Publishers. This book was released on 1996 with total page 1128 pages. Available in PDF, EPUB and Kindle. Book excerpt: Here, at last, is a clear, practical guide on what's legal and what isn't in insider trading. It's the only book that gives you everything you need to: Identify every potential source of insider trading liability -- Deter inadvertent violations with an effective compliance program -- Raise powerful defenses to government and private actions, formations, and transactions. With comprehensive, up-to-date coverage and analysis of such significant aspects as government enforcement, which private plaintiffs can sue, and transnational transactions, you'll find more information -- and more readily usable strategy -- than in any other source on the subject. In one convenient volume, Insider Trading shows you all the ways to avoid liability exposure under all applicable law, including: The Supreme Court case, United States v. O'Hagan -- Federal mail and wire fraud statutes -- Section 10(b) and Section 16(b) -- Bilateral treaties and SEC memoranda with 21 foreign jurisdictions -- Transnational transactions -- State law pitfalls.
Download or read book Note on Insider Trading Liability written by Christopher M. Bruner and published by . This book was released on 2004 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Insider Trading and Securities Fraud Enforcement Act of 1988 and Expansion of Control Person Liability written by Samuel J. Winer and published by . This book was released on 1989 with total page 106 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Materials on the Law of Insider Trading written by C. Edward Fletcher and published by . This book was released on 1991 with total page 658 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Insider Trading written by William K. S. Wang and published by . This book was released on 2013 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Avoiding Insider Trading Liability written by Jonathan Eisenberg and published by . This book was released on 1986 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book In the Wake of Winans Insider Trading Corporate Secrets and Expanded Liability written by and published by . This book was released on 1988 with total page 1136 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Insider trading liability and its implications for efficient capital markets written by Susan Beth Hersh and published by . This book was released on 1986 with total page 128 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Liability for Insider Trading Under the Federal Securities Laws written by Harvey L. Pitt and published by . This book was released on 1989 with total page 126 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Liability for Insider Trading Under the Federal Securities Laws written by James H. Schropp and published by . This book was released on 1985 with total page 168 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Insider Trading and Rule 10B 5 written by Kirsten Pfeiffer and published by . This book was released on 1997 with total page 246 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Mapping the Future of Insider Trading Law written by John C. Coffee and published by . This book was released on 2013 with total page 42 pages. Available in PDF, EPUB and Kindle. Book excerpt: The current law on insider trading is arbitrary and unrationalized in its limited scope in a number of respects. For example, if a thief breaks into your office, opens your files, learns material, nonpublic information, and trades on that information, he has not breached a fiduciary duty and is presumably exempt from insider trading liability. But drawing a line that can convict only the fiduciary and not the thief seems morally incoherent. Nor is it doctrinally necessary. The basic methodology handed down by the Supreme Court in SEC v. Dirks and United States v. O'Hagan dictates (i) that a violation of the insider trading prohibition requires conduct that is 'deceptive' (the term used in Section 10(b) of the Securities Exchange Act of 1934), and (ii) that trading that amounts to an undisclosed breach of a fiduciary duty is 'deceptive.' This formula illustrates, but does not exhaust, the types of duties whose undisclosed breach might also be deemed deceptive and in violation of Rule 10b-5. Many forms of theft or misappropriation of confidential business information could be deemed sufficiently deceptive to violate Rule 10b-5. More generally (and more controversially), the common law on finders of lost property might be used to justify a duty barring recipients from trading on information that has been inadvertently released or released to them without lawful authorization. Still, current law has stopped short of generally prohibiting the computer hacker and other misappropriators who make no false representation. This article surveys possible means by which to rationalize current law and submits that the SEC can and should expand the boundaries of insider trading by promulgating administrative rules paralleling and extending the rules it issued in 2000 (namely, Rules 10b5-1 and 10b5-2). Specific examples are suggested.At the same time, this article acknowledges that the goal of reform should not be to achieve parity of information and that there are costs in attempting to extend the boundaries of insider trading to reach all instances of inadvertent release. Deception, it argues, should be the key, both for doctrinal and policy reasons.
Download or read book Guide to Section 16 written by James Hamilton and published by Cch Incorporated. This book was released on 2004 with total page 164 pages. Available in PDF, EPUB and Kindle. Book excerpt: The passage of the Sarbanes-Oxley Act dramatically changed the reporting of insider transactions. The Act amended Section 16(a) to require directors, officers and 10 percent equity holders to report their purchases and sales of securities by the end of the second day following the transaction, or such other time established by the SEC where the two-day period is not feasible. The landmark legislation also mandated that transactions between officers or directors and their company previously reportable on an annual basis on Form 5 must now be reported within two business days on Form 4. Sarbanes-Oxley also required that the two-day statement reporting insider trades be filed electronically, and SEC rules require the electronic filing of Forms 3, 4 and 5. Moreover, The SEC must provide the two-day statement on a publicly accessible Internet site by the end of the business day following the filing. Finally, The company, if it maintains a corporate Web site, must provide the statement on that Web site by the end of the business day following the filing. The CCH Guide to Section 16: Insider Reporting and Short-Swing Trading Liability examines the recent changes effected by the Sarbanes-Oxley Act, As well as detailing the rules and interpretations and no-action letters on insider reporting under Section 16(a). In addition, The complex Section 16(b) short-swing trading prohibition is discussed.
