Business Law Monographs, Volume S1--Avoiding Insider Trading Liability

Assists in identifying and avoiding potential insider trading problems.

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ISBN: 9780820524085
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Assists in identifying and avoiding potential insider trading problems. Discusses the potential for liability for various individuals: issuers and their insiders, securities firms, banks, and attorneys.

Business Law Monographs, Avoiding Insider Trading Liability, is intended to assist persons in identifying potential insider trading problems and to suggest how those problems may be avoided. It is directed, in particular, to:

(1) corporate issuers and their insiders, including officers, directors and employees
(2) securities firms and individual securities professionals,
(3) multi-service banks and their employees, and
(4) the lawyers who advise them.

Chapter 1 contains an overview of the insider trading problem. Chapter 1A discusses the Insider Trading and Securities Fraud Enforcement Act of 1988. Chapter 2 briefly describes the sources of the law regulating insider trading. Chapter 3 addresses the basic theories of liability for insider trading. Chapters 4, 5 and 6 consider respectively the liability of tippers and tippees, liability in connection with tender offers, and liability under Section 16(b) of the Securities Exchange Act for “short-swing” profits.

The remaining chapters contain practical advice on avoiding insider trading problems. Chapter 7 is directed to issuers and their insiders; chapter 8, to securities firms; chapter 9, to banks; and chapter 10, to lawyers. Issues related to insider trading litigation are discussed in chapter 11.

Authored by practitioners with years of experience, you can rely on the authoritative analysis of the “need-to-know” issues by experts in avoiding insider trading liability.

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Table of contents

Division I TEXT 

Chapter 1 Introduction

Chapter 1A The Insider Trading and Securities Fraud Enforcement Act of 1988

Chapter 2 Sources of the Law--An Overview

Chapter 3 Key Theories of Insider Trading Liability--The Possession, Breach of Duty/Fraud and Misappropriation Theories

Chapter 4 Liability of Tippers and Tippees

Chapter 5 Insider Trading and Tender Offers

Chapter 6 Insider Trading and Section 16

Chapter 7 Avoiding Liability: Issuers and Their Insiders

Chapter 8 Avoiding Liability: Securities Firms

Chapter 9 Avoiding Liability: Banks

Chapter 10 Avoiding Liability: Attorneys

Chapter 11 Avoiding Problems In Litigation

Division II FORMS

FORM S1 Sample Memorandum to Law Firm Personnel on Trading on Inside Information


Item S1-I1 Excerpt from the Securities Act of 1933 (Title 15, U.S.C.)

Item S1-I2 Excerpts from the Securities Exchange Act of 1934 (Title 15, U.S.C. Chapter 2B-1)

Item S1-I3 Excerpts from the Regulations Under the Securities Exchange Act of 1934 (Title 17, C.F.R.)

Item S1-I4 Excerpts from the Mail and Wire Fraud Statutes (Title 18, U.S.C. Ch. 63)

Item S1-I5 Excerpts from the Racketeer Influenced and Corrupt Organizations Act (Title 18, U.S.C. Ch. 96)

Item S1-I6 Scope

Item S1-I7 Scope

Item S1-I8 Vincent F. Chiarella v. United States, 445 U.S. 222, C.C.H. Fed. Sec. L. Rep. P 97,309 (1980)

Item S1-I9 Raymond L. Dirks v. Securities and Exchange Commission, 463 U.S. 646, C.C.H. Fed. Sec. L. Rep. P 99,255 (1983)

Item S1-I10 David