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
Division III SOURCE MATERIALS
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