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Full-Text Articles in Law
Just Do It! Specific Rulemaking On Materiality Guidance In Insider Trading, Joan Macleod Heminway
Just Do It! Specific Rulemaking On Materiality Guidance In Insider Trading, Joan Macleod Heminway
Scholarly Works
Insider trading has been in the news on a relatively constant basis in the new millennium. Raj Rajaratnam and associates, Mark Cuban, and Martha Stewart have been among the many subjects of legal actions involving insider trading since the Enron debacle in 2002. Some of these cases have been garden-variety insider trading cases; others have exposed confusing and evolving elements of U.S. insider trading doctrine. Most recently, the STOCK Act — a law providing for an express congressional prohibition on insider trading — has made headlines. Public reporting in connection with both recent legal actions and the introduction and passage …
A Portrait Of The Insider Trader As A Woman, Joan Macleod Heminway
A Portrait Of The Insider Trader As A Woman, Joan Macleod Heminway
Scholarly Works
This revised draft book chapter describes the interrelationship between gender and U.S insider trading law and explores (anecdotally and through extensions of existing gender studies outside the insider trading realm) the potential roles and significance of gender in that context. Although women have become more visible as participants in the securities markets and as alleged and actual transgressors of insider trading rules, the role of women in insider trading is still ill understood, except anecdotally. In sum, the portrait of the insider trader as a woman is a work in process.
The Facebook Effect: Secondary Markets And Insider Trading In Today's Startup Environment, Stephen F. Diamond
The Facebook Effect: Secondary Markets And Insider Trading In Today's Startup Environment, Stephen F. Diamond
Faculty Publications
The dismissal of a senior Facebook employee in connection with the purchase of Facebook shares on a private resale trading platform last year raised new concerns about secondary trading in the securities of private companies and insider trading. This practitioner-oriented essay explores these issues and suggests that startup companies consider adopting a variation on the standard insider trading policy widely adopted by public companies. The discussion is important in light of new attention being paid by regulators to insider trading as well as a debate in Congress about barriers to raising capital for smaller companies.
Enforcement Without Foundation? Insider Trading And China's Administrative Law Crisis, Nicholas C. Howson
Enforcement Without Foundation? Insider Trading And China's Administrative Law Crisis, Nicholas C. Howson
Articles
China's securities regulator enforces insider trading prohibitions pursuant to non-legal and non-regulatory internal "guidance." Reported agency decisions indicate that enforcement against insider trading is often possible only pursuant to this guidance, as the behavior identified is far outside of the scope of insider trading liability provided for in statute or regulation. I argue that the agency guidance is itself unlawful and unenforceable, because: (i) the guidance is not the regulatory norm required by the statutory delegation of power; and (ii) the guidance is ultra vires because (a) it addresses something substantively different from what is authorized under the statutory delegation, …
Selective Disclosure By Federal Officials And The Case For An Fgd (Fairer Government Disclosure) Regime, Donna M. Nagy, Richard W. Painter
Selective Disclosure By Federal Officials And The Case For An Fgd (Fairer Government Disclosure) Regime, Donna M. Nagy, Richard W. Painter
Articles by Maurer Faculty
This Article addresses a problem at the intersection of securities regulation and government ethics: the selective disclosure of market-moving information, by federal officials in the executive and legislative branches, to securities investors outside the government who use that information for trading. These privileged investors, often aided by political intelligence consultants, can profit substantially from their access to knowledgeable sources inside the government. In most instances, however, neither the disclosure nor the trading violates the antifraud provisions of the federal securities laws (under which the insider trading prohibitions arise). This legally protected favoritism undermines investor confidence in the fairness and integrity …
What Were They Thinking? Insider Trading And The Scienter Requirement, Donald C. Langevoort
What Were They Thinking? Insider Trading And The Scienter Requirement, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
On its face, the connection between insider trading regulation and the state of mind of the trader or tipper seems intuitive. Insider trading is a form of market abuse: taking advantage of a secret to which one is not entitled, generally in breach of some kind of fiduciary-like duty. This chapter examines both the legal doctrine and the psychology associated with this pursuit. There is much conceptual confusion in how we define unlawful insider trading—the quixotic effort to build a coherent theory of insider trading by reference to the law of fraud, rather than a more expansive market abuse standard—which …