Columbia Law School
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How to Reform Our Abysmal Insider Trading Framework
The U.S. insider trading framework is a mess. Principles apply that are inconsistent with one another and that treat similarly situated persons in a disparate manner. In my 2021 book and a forthcoming book chapter, I argue that, rather than …
Insider Trading: “Blaszczak” Continues the Siege of “Dirks”
A major issue in United States v. Blaszczak, 2019 WL 7289753 (2d Cir.), was whether the government needed to prove the elements of a Rule 10b-5 tipping violation from Dirks v. SEC, 463 U.S. 646 (1983), when charging …
Insider Trading’s Legality Problem
Last year, when the Supreme Court revisited the topic of insider trading in Salman v. United States, scholars rehearsed a familiar debate: Should Congress enact a statute that explicitly defines insider trading? Or should it stick with the status …
Blue Sky Banter Podcast: Donald Langevoort on Insider Trading, Disclosure, and Disasters
Professor Donald Langevoort of Georgetown Law speaks with Reynolds Holding about how two duties — the obligation to disclose or abstain from trading on material information and the duty to reveal corporate secrets — evolved from the Second Circuit’s Texas …
Poetic Expansions of Insider Trading Liability
The courts have consistently held since the Supreme Court decided Dirks v. SEC in 1983[1] that tipper-tippee insider trading liability requires proof that the tipper personally benefited from the tip.
This personal benefit test can pose significant challenges to …
From Texas Gulf Sulphur to Chiarella: A Tale of Two Duties
The Second Circuit’s en banc decision in SEC v. Texas Gulf Sulphur Corp.[1] (“TGS”) is approaching its 50th anniversary, and it’s still well-known for several important holdings. Perhaps the most celebrated (or condemned) accepted the SEC’s argument …
What Is a Personal Benefit for a Tipping Violation?
After Salman, Whither Outsiders and Facebook Friends in Insider Trading?
Oral argument in the insider trading case, Salman v. United States, prompted dozens of questions related to the key issue before the U.S Supreme Court: whether an investment banker personally benefitted directly or indirectly when he disclosed to his brother …
“Fine Distinctions” in the Contemporary Law of Insider Trading
William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests. Today, we have a stable framework of three distinct legal theories—the classical theory, the misappropriation …