from Part IX - Analysis of Particular Fields
Published online by Cambridge University Press: 07 May 2021
Abstract: “A significant purpose of the Exchange Act was to eliminate the idea that use of inside information for personal advantage was a normal emolument of corporate office.” In pursuit of that goal, federal law creates significant incentives for corporations to adopt policies designed to prevent illegal trading by insiders. Such policies protect the insiders by providing guidance as to when trading is least likely to result in liability. Given the severe penalties for inside trading, and the inevitable temptation to profit from access to inside information, such policies are necessary to, in a sense, protect insiders from themselves. Even more important, however, such policies also protect the issuer itself from potential controlling person liability. Not surprisingly, perhaps, most public corporations have adopted such policies. This chapter provides an overview of corporate insider trading compliance programs. It sets out the basic legal framework of the federal insider trading prohibition. It then reviews the reasons why corporations adopt compliance programs. The chapter next reviews the basic elements of an insider trading compliance program. Finally, the chapter examines the special case of Rule 10b5-1 compliance programs.
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