Re:The search for dirt on Mudge
by kasey_junk on Wednesday September 14, 2022 @06:52PM
(#32844557)
The issue isn’t so much being an insider, it’s did you get access to the data through nefarious purposes or did you have an obligation to protect that data.
If I’m an analyst and I cold call someone with a duty to protect the data, it’s not at all clear how I’ve stolen from the shareholders. Which is the basis of US insider trading. Theft, not information asymmetry.
Compare that to if I steal a binder from my sleeping girlfriend (a recent case). She has a duty, but I’ve stolen from the shareholders in that case.
That said, the SEC has certainly expanded the definition of insider trading recently with their court hypothesis’
The current doctrine - as Matt Levine puts in in his recurring motif "Everything is a Securities Fraud" - is not about fiduciary duty, but about an unfair information edge and basically "cheating" other people trading without insider information.
You don't have to be an insider to be guilty of insider trading - it is sufficient to trade on insider information.
I can't recall any recent case where an outsider eon against the SEC by arguing they don't have a contractual duty to shareholders, because the alleged harm is broader than that