Insider Trading
-What is insider trading?
“To use or employ, in connection with the
purchase or sale of any security registered on a national securities
exchange or any security not so registered, or any securities-based swap
agreement any manipulative or deceptive device or contrivance in
contravention of such rules and regulations as the Commission may
prescribe as necessary or appropriate in the public interest or for the
protection of investors. ”
– Who is an insider?
Fiduciaries.
Those in privity with fiduciaries.
Employees? If in privity
*ad hoc case by case examination of all facts in the totality of the circumstances
-unforseeable?
-What is inside information?
material non-public information
-What is materiality?
economically relevant
*Ponzi scheme? (Pyramid scheme)?
*Churning?
*Pump and Dump?
*Bust-out?
“disclose or abstain” – Chiarella v. United States
Implied private cause of action.
Greenmail
Hostile Takeover –
Merger – Fusion
Spin-off – Spaltung
IPO – initial public offering – Börsengang