Insider trading, debt securities, and Rule 10b-5: evaluating the fiduciary relationship
Article Abstract:
A flexible duty approach allows application of insider trading and disclosure of information rules to transactions between corporate officers or agents and bondholders. Though fiduciary duties and rules against insider trading can be extended to reach transactions involving bondholders through a functional approach, emphasizing the type of financial instrument used, or through an independent duty approach, emphasizing the degree of trust and detrimental reliance that bondholders place on corporate officials, the flexible duty approach reaches the greatest amount of bond transactions and ensures stable debt markets.
Publication Name: New York University Law Review
Subject: Law
ISSN: 0028-7881
Year: 1992
User Contributions:
Comment about this article or add new information about this topic:
Insider trading: the misappropriation theory versus an "access to information" perspective
Article Abstract:
Courts should use the access to information theory instead of the misappropriation theory to punish people who would otherwise escape liability for insider trading for lack of insider status under Rule 10b-5 of the 1934 Securities and Exchange Act. While the misappropriation theory punishes sellers or buyers who use private information entrusted to them by an insider, the access to information theory pulls back the act of wrongdoing by punishing those who had access to private information and failed to disclose it. By so reducing the wrongful act, the access theory reaches more fraudulent conduct.
Publication Name: Delaware Journal of Corporate Law
Subject: Law
ISSN: 0364-9490
Year: 1993
User Contributions:
Comment about this article or add new information about this topic:
The uneasy doctrinal compromise of the misappropriation theory of insider trading liability
Article Abstract:
The use by courts of the misappropriation theory to determine the existence of actionable insider trading or securities fraud inappropriately results in a shift in the focus of the crime. Fraud may be found to exist merely by the fact of obtaining insider information and not by reference to dealings or fiduciary relationships with trading partners. The US Supreme Court should not have adopted the theory, which in effect replaces the doctrinally superior fiduciary duty theory of liability, in United States v. O'Hagan.
Publication Name: New York University Law Review
Subject: Law
ISSN: 0028-7881
Year: 1998
User Contributions:
Comment about this article or add new information about this topic:
- Abstracts: Insider trading: a new cycle. Amendments to section 16 "short-swing" insider trading rules
- Abstracts: Lender liability: evaluating risk under CERCLA and the security interest exemption. EPA's CERCLA lender liability proposal: secured creditors "hit the jackpot."
- Abstracts: A hastily negotiated river compact leads to problems in equitable apportionment of the Canadian River. Administration of reserved and non-reserved water rights on an Indian reservation: post-adjudication questions on the Big Horn River
- Abstracts: Heintz v. Jenkins: an analysis of the decision, its effect upon litigation and suggestions for avoiding FDCPA violations in its aftermath
- Abstracts: Arbitration in the securities field: does the present system of arbitration between small investors and brokerage firms really protect anyone?