Consider this: "Imagine a boardroom of corporate executives, along with.
lawyers, accountants, and investment bankers, plotting to take over a public .
company. The date is set; an announcement is due within weeks. Meeting .
adjourned, many of them phone their brokers and load up on the stock of the .
target company. When the takeover is announced, the share price zooms up and .
the lucky 'investors' dump their holdings for millions in profits." First .
things first - insider trading is perfectly legal. Officers and directors who .
owe a fiduciary duty to stockholders have just as much right to trade a .
security as the next investor. But the crucial distinction between legal and .
illegal insider trading lies in intent. What this paper plans to investigate is.
the illegal aspects of insider trading. What is insider trading? According to .
Section 10(b) of the Securities Exchange Act of 1934, it is "any.
or deceptive device in connection with the purchase or sale of any.
This ruling served as a deterrent for the early part of this century before the.
stock market became such a vital part of our lives. But as the 1960's arrived .
and illegal insider activity began to pick up, courts were handcuffed by this .
vague definition. So judicial members were forced to interpret "on the.
since Congress never gave a concrete definition. As a result, two theories of .
insider trading liability have evolved over the past three decades through .
judicial and administrative interpretation: the classical theory and the .
misappropriation theory. The classical theory is the type of illegal activity .
one usually thinks of when the words "insider trading" are mentioned.
theory's framework emerged from the 1961 SEC administrative case of Cady .
Roberts. This was the SEC's first attempt to regulate securities trading by .
corporate insiders. The ruling paved the way for the traditional way we define .
insider trading - "trading of a firm's stock or derivatives assets by its .