This text details the definition, prevention, and Federal regulation of insider trading.
An overview of the nature and source of the prohibition against insider trading focuses on the theories of liability, the detection of insider trading, international enforcement of American law, and foreign law governing insider trading. The development of the law of insider trading is examined in terms of the evolution of the law, the United States Supreme Court decision in the Chiarella case, and developments since that case. Further chapters explain the abstain or disclose obligation of insiders, the liability of givers and receivers of tips, material nonpublic information, the misappropriation theory, and trading while in possession of information relating to a tender offer. Additional chapters focus on governmental enforcement of the insider trading prohibition, private rights of action, recovery by the issuer under Federal and State law, institutional liability for insider trading, and the prospect for further legislative reform. Gray areas of insider trading liability are also discussed, including liability issues related to investment analysts, news reporters, stockbrokers, and friends and relatives of corporate insiders. Discussions of cases, footnotes, and appended excerpts of the legislative history of the insider trading laws of 1984 and 1988 and reports of the Securities and Exchange Commission and a committee of the Los Angeles County Bar Association.
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