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SEC Law - Insider Trading

SEC Law › Insider Trading

Articles

Insider Trading: How To Stay Out Of Trouble

Don't become a mugshot. Trading company stock, or tipping others to buy or sell it, can get you into serious legal trouble when you know important confidential information about your employer or other companies you work with. This article explains how to avoid insider trading.

Prevent A Martha Stewart Moment: Insider Trading In Company Stock

It is all too easy to forget the insider-trading rules if you suddenly see a chance to profit or avoid loss through a simple stock trade. The well-publicized case against TV celebrity Martha Stewart presents valuable lessons that are more important than ever in our age of stock market volatility and Wall Street scrutiny.

How Executives And Directors Can Avoid SEC Troubles Before Trading Their Company Stock (Part 1) This is premium content

Your advisors say now is the time to buy or sell your company stock or to exercise options. But before you proceed, you'd better understand the securities laws that apply. Otherwise, you risk losing your profits, paying big fines, attracting unwanted media attention, and perhaps even going to jail. The storm of controversy over the backdating of stock option grants shows how closely executive stock sales are scrutinized.
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Presentation! Insider-Trading Prevention This is premium content

myStockOptions.com
Editor-in-Chief Bruce Brumberg developed this PowerPoint presentation for talks and meetings on the prevention of insider trading.

FAQs

What is insider trading? Do you have to be an insider or executive to commit it?

Insider trading is illegal. It occurs when someone...

What is insider tipping?

Tipping is telling someone material confidential information about a public company, whether in...

Does insider trading include buying and/or selling stock of a supplier, customer, or competitor of the company I work for?

The classic insider-trading case is using material nonpublic information (MNPI) about the company that you work for to decide to trade that company's stock. However, using MNPI that you learned on the job to buy stock in another company is...
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Why are insider trading and tipping illegal?

Insider trading and tipping violate the concept of fair capital markets...

How do civil and criminal insider-trading cases differ?

Most insider-trading cases involve civil suits and penalties...

What are the civil penalties for insider trading?

Anyone found liable for trading on inside information must pay the federal government...

What are the criminal penalties for insider trading?

Under Section 32(a) of the Securities Exchange Act, as amended by the Sarbanes-Oxley Act of 2002, individuals face up to...

Will the SEC really investigate and prosecute small insider-trading violations? This is premium content

When irregular trading activity is detected in a company's stock, all transactions made during the period under review are scrutinized...

Can I receive a bounty for providing information about someone who has committed insider trading?

Under Section 21A(e) of the Securities Exchange Act, the SEC may award...

How do the SEC and the stock exchanges detect insider trading? Aren't stock-trading records confidential? This is premium content

To detect irregular patterns of trading, each stock exchange uses a surveillance operation. When it detects suspicious trading, the surveillance entity reports the matter to the SEC, which now wields a formidable array of digital technology to track and investigate insider trading...

Do the rules of insider trading and tipping apply only in business contexts? Do they also apply to what I tell friends and family? This is premium content

The rules apply to any confidential, important information that you reveal to anyone about your company. The SEC adopted...

After I leave the company, can I still violate insider-trading or Section 16 rules by exercising options or selling company stock? This is premium content

The prohibition against insider trading and tipping continue to apply to trades in your company stock even after you stop working there...

UPDATES! Do Rule 144, Section 16, and the insider-trading rules apply to gifts and donations of company stock by senior executives or directors? This is premium content

Not surprisingly, anything you do with your company stock as an executive or director raises issues involving the securities laws, potential SEC reporting requirements, and liability risks...

What if at the time of sale I possessed inside information that did not affect my decision to sell? For example, what if I decided months before to exercise and sell stock when the stock price reached a certain point? This is premium content

The law is evolving on this question of "use" versus "possession" of information. The SEC adopted rules in late summer 2000, but they are untested...

With insider trading, do I need to be caught in the act to be investigated or prosecuted?

No. Unless someone who is part of a scheme confesses, as in the movie Wall Street, direct proof rarely emerges...

Is lying during an SEC investigation a crime? This is premium content

Yes. A witness who lies under oath...

Can a grant of stock options be an insider-trading violation? This is premium content

Generally, no violation occurs if you receive a grant of stock options when you know secret stock-price-moving information about your company. However, the SEC has focused severely in recent years on...

Can the exercise of stock options be an insider-trading violation? This is premium content

It depends on whether you hold the shares at exercise or sell them. If you merely exercise stock options when you know material nonpublic information about your company, the exercise itself is not a violation, according to most experts. However...

Can a purchase of shares through an ESPP ever be considered insider trading? This is premium content

Generally, there is no violation for the enrollment at the start of the offering period or for the...

What are blackout periods and window periods? This is premium content

Blackout periods are times when some or all of a company's employees are prohibited from trading its securities (sometimes including the exercise of stock options). Window periods are times when trading by those employees is allowed. A company imposes a blackout when it...

How do blackout periods affect my ability to sell shares? This is premium content

To prevent insider trading, and to reduce the need to constantly monitor and evaluate individual requests to trade stock, most companies prohibit employees from trading their stock during certain timeframes. These interludes are known as...

How do blackout periods affect stock option exercises and the tax treatment? This is premium content

Most companies do not prohibit exercises of stock options during blackout periods (but see an exception). However, you need to be careful about...

If my restricted stock vests during a blackout period or when I know secret stock-price-moving information, can I be charged with insider trading? This is premium content

You cannot be charged just for the vesting of restricted stock, as no sale of securities occurs. However...

Can an insider-trading violation bar me from serving as an officer or director? This is premium content

Courts have the authority to bar you from corporate office or directorship if your conduct demonstrates...

Can I sell my company stock through a blind trust, or another type of trust, as a defense against insider trading? This is premium content

Using a blind trust goes beyond the protections of Rule 10b5-1 plans, yet has more restrictions. These are irrevocable grantor trusts with...
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