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Full-Text Articles in Securities Law
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
All Faculty Scholarship
While the law on insider trading has been convoluted and, in Judge Jed S. Rakoff’s words, “topsy turvy,” the law on insider trading is supposedly clear on at least one point: insider trading liability is premised upon a fiduciary relationship. Thus, all three seminal U.S. Supreme Court cases articulating the necessary elements for demonstrating any form of insider trading liability under § 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 made crystal clear that a fiduciary relationship represented the lynchpin for such liability.
Alas, insider trading law is not clear about the source from which the fiduciary …
Regulation Fd: An Alternative Approach To Addressing Information Asymmetry, Jill E. Fisch
Regulation Fd: An Alternative Approach To Addressing Information Asymmetry, Jill E. Fisch
All Faculty Scholarship
This chapter traces the development of the SEC’s use of Regulation Fair Disclosure (FD) to address information asymmetry in the securities markets. The chapter describes the SEC’s developing enforcement policy and notes, in particular, the SEC’s efforts, through its selection and settlement of Regulation FD cases, to provide guidance to corporations and corporate officials about areas of key concern. The chapter concludes by highlighting current areas of particular importance, including disclosure of information through private meetings and the implications of technological innovations such as the internet and social media. The chapter is forthcoming in Research Handbook on Insider Trading (Stephen …