Inside information and securities trading: a legal and economic analysis of the foundations of liability in the U.S.A. and the European Community
This book thoroughly re-examines the foundations of liability in respect of insider dealing in the USA and EC in order to find clear guidelines for future judical, administrative and legal action, and develops a new approach to insider dealing regulation. Despite the considerable legislative, administrative and judical efforts in the USA to curtail insider trading it is not clear what the bases for such prohibition are, In law or policy. The dramatic increase in insider trading activity in recent years renders more intense the requirement for a rational and explicit basis for such liability to fulfil the needs of elementary justice. Through a different historical route efforts to tackle the same problem in Europe, particularly over the last ten years by the European Commission, have resulted in a similar legal dichotomy: a legal basis for liability is established but its foundation is insufficiently scrutinized, which will become apparent as the new European Insider Trading Directive is interpreted.
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C Case law development
PRESENT LEGAL SITUATION
C Elements of cause of action under section 10b and rule 10b5
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2d Cir analysis applied arguments basis behavior benefits breach chapter Chiarella common law concept confidential information considered contract corporate insiders costs damages Dean Witter Reynolds depends deregulators Directive Dirks disclose or abstain duty to disclose EASTERBROOK economic effect efficiency employee enforcement ethical F.Supp fact fiduciary duty firm FISCHEL free-market harm imposed inside information insider dealing insider trading insider's investment investors issuer L.Rev LANGEVOORT law of insider legislative liability loc.cit MACEY MANNE Manor Drug Stores market information market participants material information material nonpublic information misappropriation theory op.cit party persons primary insiders problem profits prohibition of insider property rights proposed protection provisions regulation of insider relationship result rights in information rule scienter SEC rule 10b-5 section 10(b securities fraud securities laws securities market shareholders someone statute supra Supreme Court take into account tender offer tippee tipping transaction unfair violation