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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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insider trading

Making a Market for Corporate Disclosure

By Kevin S. Haeberle and M. Todd Henderson March 7, 2017 by renholding

Mandatory disclosure sits at the foundation of modern securities regulation. Public companies must produce and share a wide variety of information about their condition and prospects, and they must do so on their own dime.

There can be little doubt …

Legal Insider Trading Profits Often Amount to Peanuts

By Peter Cziraki and Jasmin Gider February 14, 2017 by renholding

How much do corporate insiders make on their trades? It has long been shown that insiders realize significant positive abnormal returns on their transactions, in percentage terms. Surprisingly, however, there has been little research examining insiders’ dollar profits, even …

When Does Corporate Criminal Liability for Insider Trading Make Sense?

By John P. Anderson January 24, 2017 by renholding

Corporations are subject to broad criminal liability for the insider trading of their employees.  Critics have noted that this results in a harsh irony.  “After all,” as Professor Jonathan Macey notes, “it is generally the employer who is harmed by …

Salman Insider-Trading Case a Hollow Win for Prosecutors

By Michael Guttentag December 14, 2016 by renholding

The dominant narrative about Salman v. United States, the first insider trading case decided by the U.S. Supreme Court in almost 20 years, is that it was a big win for federal prosecutors. That is only part of the story.…

SEC Chair White Offers a New Model for Enforcement

By Mary Jo White November 21, 2016 by renholding

Good morning and thank you, Dean (Trevor) Morrison (of New York University Law School) for that very kind introduction. It is a pleasure to be here today and I want to thank the NYU Program on Corporate Compliance and Enforcement

…

SEC Announces Chair Mary Jo White’s Departure Plans

By Securities and Exchange Commission November 15, 2016 by renholding

Securities and Exchange Commission Chair Mary Jo White, after nearly four years as the agency’s head, today announced that she intends to leave at the end of the Obama Administration.  Under Chair White’s leadership, the Commission strengthened protections for investors …

What Is a Personal Benefit for a Tipping Violation?

By Andrew Vollmer November 11, 2016 by renholding

The financial services industry is watching the Supreme Court closely in anticipation of a decision in Salman v. United States,[1] which will be the Court’s first insider trading case since United States v. O’Hagan in 1997.[2]  Salman…

SEC Announces Enforcement Results for 2016

By Securities and Exchange Commission October 13, 2016 by renholding

The Securities and Exchange Commission announced on October 11 that, in fiscal year 2016, it filed 868 enforcement actions exposing financial reporting-related misconduct by companies and their executives and misconduct by registrants and gatekeepers, as the agency continued to enhance …

After Salman, Whither Outsiders and Facebook Friends in Insider Trading?

By Donna M. Nagy October 12, 2016 by renholding

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 …

Supreme Court Hears Salman Insider Trading Case

By Reynolds Holding October 5, 2016 by renholding

The U.S. Supreme Court heard oral arguments today — transcript here —  in U.S. v. Salman, the first insider trading case to land before the justices in almost 20 years. The issue:  What counts as the “personal benefit” to the …

Insider Trading: Time for Supreme Court to Ditch Personal Benefit Test

By Michael Guttentag October 3, 2016 by renholding

The U.S. Supreme Court has a number of options when it considers its first insider trading case in almost 20 years.  The case is Salman v. United States, and oral argument will be held on October 5.  The facts …

Are Activist Investors Good for Targeted Companies?

By Edward Swanson and Glenn Young September 22, 2016 by renholding

In recent years, activist investors and the companies they target have attracted considerable attention—in the press, in the business and legal communities, in the political arena, and in academia. The fundamental question under debate is whether activist interventions create or …

Insider Trading Penalties: An International Study

By Lev Bromberg, George Gilligan and Ian Ramsay August 19, 2016 by renholding

Insider trading is a serious form of misconduct and can result in defendants receiving lengthy prison sentences and significant monetary sanctions.  Our working paper, ‘Sanctions Imposed for Insider Trading in Australia, Canada (Ontario), Hong Kong, Singapore, New Zealand, the …

PwC discusses the SEC’s Reporting and Public Dissemination Rule: Five Key Points

By Dan Ryan, Mike Alix, Adam Gilbert and Armen Meyer August 5, 2016 by renholding

On July 13, the Securities and Exchange Commission (SEC) adopted a final rule related to the reporting and public dissemination of security-based swap (SBS) transaction information. The rule builds on an earlier reporting rule for security-based swap dealers (SBSDs) finalized …

Shearman & Sterling’s 2016 Mid-Year Review of Securities Enforcement

By Claudius Sokenu, Mark Lanpher, Jeff Hoschander, Mallory Brennan and Brian Calandra July 29, 2016 by renholding

Executive Summary[1]

The Securities and Exchange Commission (SEC or Commission) brought over 400 enforcement actions in the first half of fiscal year (FY) 2016, and is on pace to surpass its record of 807 enforcement actions in a single …

Did Regulation FD Prevent Selective Disclosure?

By John L. Campbell, Brady J. Twedt and Benjamin C. Whipple July 18, 2016 by renholding

The Securities and Exchange Commission proposed Regulation Fair Disclosure (Reg FD) on December 20, 1999. The motivation behind the proposal was concern that an informational advantage provided by selective disclosures to certain market participants was resulting in a loss of …

Salman v. United States and Insider Tipping: What Could be Decided?

By Daniel N. Sang June 17, 2016 by ilyabeylin

In Salman v. United States,[1] the Supreme Court will revisit Dirks v. SEC[2] and likely resolve the uncertainty as to personal benefit and insider gifts of confidential information that followed the Second Circuit’s decision in United States …

SEC Needs to Rewrite its 10b5-1 Safe Harbor Rules

By H. Nejat Seyhun and Taylan Mavruk June 2, 2016 by ilyabeylin

While it is illegal for insiders to trade on material, non-public information, the SEC has created a safe harbor Rule 10b5-1 since October 2000, by allowing insiders to set up trading plans in advance of actual trading.[1]  Since these …

Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed

By Kevin S. Haeberle and M. Todd Henderson May 19, 2016 by ilyabeylin

Corporate information that moves stock-market prices has long sat at the center of modern securities regulation in the United States. The Great Depression-era securities laws at the foundation of the field require much mandatory disclosure of this type of information. …

A Rule of Construction for Salman

By Andrew Vollmer May 6, 2016 by ilyabeylin

The Supreme Court decided to consider the meaning of the personal benefit requirement in an insider trading case based on a tipping violation. It accepted review of the Ninth Circuit’s decision in United States v. Salman,[1] which reached …

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