Archives: Insider Trading

Subscribe to Insider Trading RSS Feed

Guest Post: Divided Second Circuit Panel Overrules Prior Newman Insider Trading Decision

One issue with which courts dealing with insider trading cases have struggled is how to interpret and apply the personal benefit element of the liability standard. The personal benefit standard was in fact an important part of the U.S. Supreme Court’s 2016 decision in Salman v. United States (as discussed here). Last week, the Second … Continue Reading

Supreme Court: Gift of Insider Information to Friends and Family Supports Insider Trading Conviction

In one of the most watched business cases on the U.S. Supreme Court’s docket this term, the Court on December 6, 2016 unanimously affirmed the Ninth Circuit’s ruling upholding the insider trading conviction of Bassam Salman. Salman had traded on tips he received from the brother of a former Citigroup investment banker; Salman himself was … Continue Reading

Does Rule 10b5-1 Need Revision to Prevent Improper Insider Trades?

The SEC promulgated Rule 10b5-1 nearly 16 years ago to allow executives (whose wealth often is entirely locked up in company shares) to trade in their company’s stock without incurring possible liability under the securities laws. The Rule provides an affirmative defense against allegations of improper trading. In many cases defendants have  relied on the … Continue Reading

Guest Post: Supreme Court Declines To Consider Second Circuit’s Landmark Insider Trading Ruling

The U.S. government’s petition for writ of certiorari in the case of United States v. Newman had been very closely watched. The government hoped to have the Supreme Court set aside the Second Circuit’s 2014 decision in the case (here), which had overturned the convictions of two hedge fund managers accused of insider trading. In … Continue Reading

Gupta Ordered to Repay Goldman Sachs $6.2 Million for Attorney’s Fees

By the time you read this blog post, you undoubtedly will have seen one of the stories in the mainstream media reporting on the February 25, 2013 decision of Southern District Court Jed Rakoff ordering former Goldman Sachs director Rajat Gupta to repay most of the legal fees the company incurred in connection with the … Continue Reading

Rule 10b5-1 Trading Plans Under Scrutiny Once Again

When the SEC brought civil enforcement charges against former Countrywide Financial CEO Angelo Mozilo in June 2009, a critical part of the agency’s allegations was that Mozilo had manipulated his Rule 10b5-1 trading plans to permit him to reap vast profits in trading his shares in company stock while he was aware of increasingly serious … Continue Reading

SEC Updates Rule 10b5-1 Guidance

As reflected in the most recent dismissal motion rulings in the Countrywide subprime securities lawsuit, the proper use of a Rule 10b5-1 trading plan can provide a substantial defense to allegations of securities law violations. In her April 6, 2009 opinion (here), Central District of California Mariana Pfaelzer dismissed the insider trading allegations against certain … Continue Reading

Rule 10b5-1 Plans: Still a Good Idea

Most of the focus on Rule 10b5-1 plans lately has been on possible abuses (refer, for example here). Indeed, one of the reasons the court cited in the dismissal motion denial in the Countrywide derivative lawsuit pending in California was concern about Angelo Mozillo’s possible manipulation of his 10b5-1 plan (refer here).    However, an October … Continue Reading

Building Better Rule 10b5-1 Trading Plans

As a result of recent academic research (refer here and here) and other recent developments, Rule 10b5-1 trading plans have attracted critical attention, including SEC scrutiny (refer here). Allegations of alleged misuse of Rule 10b5-1 trading plans have even made their way into shareholder litigation. For example, allegations of Andrew Mozillo’s alleged misuse of his … Continue Reading

Rule 10b5-1 Plan Disclosure: Litigation Risk and Trading Benefit

In October 2000, the SEC promulgated Rule 10b5-1 to provide company insiders with a way to trade their shares in company stock without incurring securities law liability, through the pre-trading adoption of a written trading plan. Despite the Rule’s protective purpose, concerns have arisen more recently about Rule 10b5-1 plan abuses, as I noted in … Continue Reading

Insider Trading: It Still Matters

There is an understandable tendency to focus on emerging risks and latest trends, because new issues often are the most interesting and because no one wants to get blindsided by something coming over the horizon. But sometimes the old standard issues are the most important ones. Amidst all the hubbub about subprime lending, options backdating, … Continue Reading

Rule 10b5-1 Plans Drawing Scrutiny

Those who remember that the options backdating scandal first got started with an academic study may want to take a close look at a recent research paper examining Rule 10b5-1 plan trading. The paper, and subsequent press coverage and comments, suggest that questionable trading in Rule 10b5-1 plans could become the focus of the next … Continue Reading