Insider Trading Under the Federal Securities Laws and Other Insider Trading Restrictions (Portfolio 309)

Description

Bloomberg Tax Portfolio, Insider Trading Under the Federal Securities Laws and Other Insider Trading Restrictions, No. 309, focuses on federal regulation of trading by corporate insiders and other trading involving the misuse of material nonpublic information. It presents the evolution of the prohibition against insider trading, and discusses the safe harbor against certain liabilities offered by Rule 10b5-1. It covers reporting requirements and short-swing profit liabilities for executive officers, directors and 10% shareholders. The prohibition on trading by executive officers and directors during certain pension plan trading blackout periods is also discussed. In addition, the Portfolio discusses the SEC enforcement process, especially as it is applied to insider trading. Particular attention is paid to the broad reach of the agency’s investigative powers, and the depth to which the agency enforcement personnel may investigate in their pursuit of potential wrongdoers. Sanctions and other consequences of violations of law are analyzed. Bloomberg Tax Portfolios on related topics include:

362 T.M., Securities Law Aspects of Employee Benefit Plans
365 T.M., ERISA — Fiduciary Responsibility and Prohibited Transactions
396 T.M., Golden Parachutes

This Portfolio may be cited as Wang, 309 T.M. Insider Trading Under the Federal Securities Laws and Other Insider Trading Restrictions.

Table of Contents

I. Introduction
II. Development of the Law of Insider Trading
III. Disclosure Requirements
IV. Short-Swing Profits Under Section 16(b) of the Securities Exchange Act
V. Transactional Safe Harbor — the Rule 10b5-1 Plan
VII. Enforcement of the Insider Trading and Other Rules
VIII. Should One Become a Cooperating Witness?
IX. Conclusion