Yup. According to formal logic, the answer then is just yes.

p or true => true

In natural language, "or" generally means "xor" - as is the case here.

p xor true => true

Haha, T ^ T = F, so that isn't quite a syllogism you have there.

Ah, yes, you're right.

Obviously you're probably right, but I'll just try to troll this a bit. According to the principle of charity (or steelmanning), you should interpret an argument in the strongest possible way, and thus you should in this case interpret the statement with an inclusive or, which is more likely to be true.

It's quite possible that these were scheduled trades that were arranged far in advance before either executive was aware of the breach. So, no, not necessarily insider trading. The optics sure look bad, but it could just be shitty timing.

From the parent:

> These sales were not made pursuant to a Rule 10b5–1 trading plan.

"pre-arranged" != "Rue 10b5-1 trading plan"

I'm not an expert in stock trading, but this logic seems very plausible. A Plan does not preclude other arrangements to sell shares

I am admittedly not the most educated person in this area (I wasn't 100% sure that "rule 10b5-1" was the rule that applied here), so I'd like to learn more. Can you give me an example of a reason you'd pre-arrange the sale of stock but not do it in accordance with Rule 10b5-1?

Arranging some other transaction (e.g. buying a yacht) in advance that would require cash, so the executive plans in advance a single sale to execute just ahead of the need for cash. If we go with the yacht purchase, perhaps in six months the builder needs final payment, so Mr. Executive arranges for a single sale of company stock a couple weeks before that date.

Maybe such a thing does indeed require amending The Plan, but I haven't seen anyone with expertise chime in. I'm just saying that logically, "pre-arranged" does not necessitate "working within Rule 10b5-1"

Not an expert either, but if such a thing was allowed, you could arrange to buy expensive stuff you want to have on a regular basis (I would assume this is not uncommon for CEOs) and then just agree orally with the seller to cancel the transactions when the stock is down, go through with it when the stock is up.

I think cancelling at opportune moments would fall afoul of 'pre-arrangment' whether using a plan or not.

Yeah, I would assume that something like that would also be done within Rule 10b5-1, but that has hidden assumptions that I know nothing about, like that it's not just "the plan" but multiple plans, etc. Anyway, thanks.

Maybe, but "pre-arranged legally" == "Rue 10b5-1 trading plan".

So if it was pre-arranged but was not following the rules, it doesn't matter that it was pre-arranged, it's still counts as illegal insider trading as-if not pre-arranged.

Reasons being super obvious, since it would be easy to do insider trading in a stealthy way otherwise.

The purpose of that trading plan is precisely to allow you to have arrangements to sell shares as an insider. So if he was pre-arranging legally, this is how he'd do it.

You don't have to be an expert. Practically everyone who isn't rank-and-file gets the dossiers on this nonsense in a public company.

Is there another way they could have executed trades legally, without following rule 10b5-1?

https://www.investopedia.com/terms/r/rule-10b5-1.asp

I think so, they still have to be publicly disclosed with an appropriate notice. I don't know the exact rules, but I think it typically has to be announced something like 30 days prior. May also involve restrictions around significant events such as earnings calls, quarterly events or shareholder meetings.

I'm not aware of the details, as I'm just a peon in Back Office, but I do know traders pay attention to not-insider "insider" trading announcements from the SEC (yes, this pretrade information is publicly available from the SEC). I have no idea about non-US rules.

Given the above quote referencing https://www.investopedia.com/terms/r/rule-10b5-1.asp that seems unlikely.

Doesn't it say in the quote that these were not scheduled? !