Download or read book Selective Disclosure and Insider Trading written by Michael D. Guttentag and published by . This book was released on 2017 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt: Determining when the selective disclosure of material nonpublic information should trigger insider trading liability is a deeply problematic aspect of insider trading doctrine.The current rule is that a selective disclosure can only trigger insider trading liability if “the insider [making the selective disclosure] personally will benefit, directly or indirectly, from his disclosure.” Dirks v. SEC introduced this “personal benefit” test in 1983 to balance four competing rationales for determining when a tip should trigger insider trading liability. Two developments since Dirks have made problems with this personal benefit test insurmountable. First, the SEC's enactment of Regulation Fair Disclosure in 2000 supplanted federal common law regulation of selective disclosures by public companies and, more pointedly, prohibited public companies from making precisely the types of selective disclosures to Wall Street analysts that the Dirks personal benefit test was designed to protect. Second, in United States v. O'Hagan the Supreme Court adopted the misappropriation theory, which greatly expanded the types of deceptive conduct that could trigger insider trading liability.After Regulation FD and O'Hagan, only a test for when a selective disclosure triggers insider trading liability based directly on the statutory prohibition against deceptive conduct makes sense. Receipt of a personal benefit should be a sufficient, but not necessary, condition for finding that a selective disclosure is deceptive enough to trigger insider trading liability.
Download or read book Fair Disclosure and Insider Trading Reforms written by James Hamilton and published by . This book was released on 2000 with total page 108 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Ferrara on Insider Trading and the Wall written by Ralph C. Ferrara and published by Law Journal Press. This book was released on 2023-11-28 with total page 960 pages. Available in PDF, EPUB and Kindle. Book excerpt: The authors analyze the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act and SEC regulations regarding selective disclosure and insider trading.
Download or read book International Financial Market and Insider Trading written by Marc I. Steinberg and published by . This book was released on 2001 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt:
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 Insider Regulation and Timely Disclosure written by Klaus J. Hopt and published by Springer. This book was released on 1996-02-27 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt: The general problems regarding the timely topic of regulation of insider dealing and timely disclosure of new facts are discussed in a comparative fashion in this lecture in the light of the EC Directive of 13 November 1989 And The German Securities Exchange Act. In particular, attention is given to efforts to harmonize German law with the EC Directive.
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: Explains why the current US insider trading regime is inefficient and unjust, and offers a clear path to reform.
Download or read book Effective Company Disclosure in the Digital Age written by Gill North and published by Kluwer Law International B.V.. This book was released on 2015-10-16 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: Effective corporate reporting and disclosure are critical in financial markets to promote vigorous competition, optimal performance, and transparency. This book examines whether existing disclosure frameworks in eight countries with the world's most significant securities exchanges achieve these objectives, and then, drawing on extensive empirical findings, identifies the policies and practices that contribute most to improving the overall quality of listed company reporting and communication. Contending that public disclosure of listed company information is an essential precondition to the long-term efficient operation of financial markets, the book provides analysis of such issues and topics as the following: - arguments for and against mandatory disclosure regimes; - key principles of periodic and continuous disclosure regulation; - tensions between direct and indirect investment in financial markets; - assumptions concerning the need to maintain a privileged role for financial intermediaries; - intermediary, analyst, and research incentives; - protection of individual investors; - selective disclosure; - disclosure of bad news; - the role of accounting standards; - public access to company briefings; - long term performance reporting and analysis; and - company reporting developments. A significant portion of the book provides an overview of disclosure regulation and practice in the United States, Canada, Germany, the United Kingdom, Japan, Hong Kong, Australia, and Singapore. A highly informative survey looks at company reports, disclosures, and websites of large listed companies, including Microsoft, Citigroup, Teck Resources, Deutsche Bank, BP, Sony, PetroChina Company, BHP Billiton, and Singapore Telecommunications. The book discusses common disclosure issues that arise across jurisdictions, provides valuable insights on the efficacy of existing disclosure regulation and practice, and highlights the important principles, processes, and practices that underpin best practice company disclosure frameworks. It will be welcomed by company boards and executives and their counsel, as well as by policymakers and scholars in the areas of corporate, securities, banking and financial law, accounting, economics and finance.
Download or read book A Theoretical Basis for Selective Disclosure Regulation written by Gill North and published by . This book was released on 2014 with total page 27 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporations and Markets Advisory Committee ('CAMAC') in Australia is currently considering aspects of market integrity, including issues relating to closed or private corporate briefings to analysts. Senator Nick Sherry, the Minister for Superannuation and Corporate Law, has asked the Committee to:-examine the role that analysts' briefings play in Australia's financial markets, including whether their role is a positive one that leads to greater market efficiency;-advise whether changes may be required to Australia's regulatory framework and, if so, what form they should take.The author discusses corporate briefings and argues for policy change, including open access, in another forum. This article concerns the related debates on the role of analysts and regulation prohibiting selective disclosure. Selective disclosure is the disclosure of information by companies to selected investors, such as analysts, without disclosure to the wider public. There is no specific selective disclosure regulation in Australia. Company disclosures to analysts or other investors are only prohibited to the extent that they breach continuous disclosure or insider trading regulation.
Download or read book Life Under Regulation FD written by Jared L. Kopel and published by . This book was released on 2001 with total page 104 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Private Investor Meetings in Public Firms written by Martin Bengtzen and published by . This book was released on 2017 with total page 100 pages. Available in PDF, EPUB and Kindle. Book excerpt: While developments in the law of insider trading usually attract significant scholarly interest, far less attention has been paid to the design and effects of the Securities and Exchange Commission's complementary Regulation Fair Disclosure. Yet, this article argues that the SEC's current quandaries relating to insider trading enforcement are largely self-inflicted and could have been avoided if it had better aligned its Reg. FD with the Supreme Court's insider trading jurisprudence.Introduced 16 years ago to prevent senior officers of public firms from leaking material information to preferred investors and financial analysts, Reg. FD was designed to function as a backstop for undesirable favoritism that insider trading law, as developed by the Supreme Court, could not reach -- in particular the situation where a corporate manager divulges valuable information to a preferred investor not for any obvious personal benefit (which would trigger insider trading law) but for the ostensible benefit of the firm.This article analyzes Reg. FD through the lens of private investor meetings -- personal conversations between corporate managers and investors they select -- to find that Reg. FD should not be expected to deter selective disclosure. The regulation was disjointed from the outset and professional market participants rationally appear to have taken advantage of its permissive design to obtain preferential access to inside information. For example, through one recently introduced service offering -- “corporate access” -- selected investors spend billions of dollars on private access to corporate managers in return for the opportunity to lawfully trade on valuable information before it is released to the public.The article argues that the design of Reg. FD causes undesirable effects and that the SEC should redraft the regulation to follow the Supreme Court's classification of corporate information as firm property. The SEC could then regulate selective disclosures as transactions in this property that require public disclosure, similar to how insiders must report their personal transactions in firm stock. By increasing transparency to inform investors of selective disclosure events, concerns recently expressed by the SEC and the Department of Justice relating to insider trading enforcement could be alleviated and their requests for Supreme Court intervention in insider trading law reconsidered.
Download or read book Informal Corporate Disclosure Under Federal Securities Law written by Ted Trautmann and published by . This book was released on 2001 with total page 268 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Research Handbook on Insider Trading written by Stephen M. Bainbridge and published by Edward Elgar Publishing. This book was released on 2013-01-01 with total page 498 pages. Available in PDF, EPUB and Kindle. Book excerpt: In most capital markets, insider trading is the most common violation of securities law. It is also the most well known, inspiring countless movie plots and attracting scholars with a broad range of backgrounds and interests, from pure legal doctrine to empirical analysis to complex economic theory. This volume brings together original cutting-edge research in these and other areas written by leading experts in insider trading law and economics. The Handbook begins with a section devoted to legal issues surrounding the USÕs ban on insider trading, which is one of the oldest and most energetically enforced in the world. Using this section as a foundation, contributors go on to discuss several specific court cases as well as important developments in empirical research on the subject. The Handbook concludes with a section devoted to international perspectives, providing insight into insider trading laws in China, Japan, Australia, New Zealand, the United Kingdom and the European Union. This timely and comprehensive volume will appeal to students and professors of law and economics, as well as scholars, researchers and practitioners with an interest in insider trading.
Download or read book Fair Disclosure Or Flawed Disclosure written by United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises and published by . This book was released on 2001 with total page 166 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Law and Finance of Corporate Insider Trading Theory and Evidence written by Hamid Arshadi and published by Springer Science & Business Media. This book was released on 2012-12-06 with total page 171 pages. Available in PDF, EPUB and Kindle. Book excerpt: A thorough analysis of insider trading requires the integration of law and finance, and this book presents a theoretical and empirical examination of insider trading by incorporating a synthesis of securities law with that of financial theory. The book begins with a conceptual framework that explores the theoretical roles of markets, firms and publicly held corporations, including a discussion of corporate governance to determine both who may have access to nonpublic information, and their legal rights and responsibilities. The book then examines different aspects of the securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and a critique of the SEC disclosure rules and their ramifications for market efficiency. This is followed by a detailed chronology of insider trading regulations enacted in the U.S. since 1934 and an overview of the existing empirical literature on insider trading. Empirical evidence is presented on insider trading activities and the merit of anti-insider trading laws is evaluated on theoretical arguments and recent empirical developments. The authors conclude by arguing that insider trading laws and enforcement activities have failed and propose the decriminalization of insider trading.
Download or read book The Regulation of Insider Trading written by Barry Alexander K. Rider and published by . This book was released on 1979 with total page 500 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Insider Dealing written by Gil Brazier and published by Routledge. This book was released on 1996 with total page 311 pages. Available in PDF, EPUB and Kindle. Book excerpt: Insider dealing is rarely out of the news for long these days. At regular intervals, there are Press reports of unusual price movements or trading in the shares of companies which may or may not be doing well or be keen to acquire other companies or to avoid being taken over themselves. It is usually said that the matter is being investigated 'by the authorities' and that may be the last of it that is heard. But what happens and who may be involved? This book attempts to answer those and other related questions. Concentrating of the restatement of insider dealing law contained in the Criminal Justice Act 1993, it outlines the overall law and practice governing the regulation of the criminal office of insider dealing and of certain other 'securities' market offences in the UK. It places the relevant legislation into the context of securities law as a whole. The historical background is explained as is the way in which 'securities' business is effected in the 'City' and how it is presently regulated. It is therefore hoped that this book may be of use to legal and compliance practitioners, to regulators and also to those otherwise studying or teaching 'securities' law, whether at university or college or in respect of a relevant professional or securities industry examination.
