In today’s edition of Daily Compliance News:
Andrew Pompa is 2L at Washington and Lee University with a background in economics and finance. Though his career path is undecided, he is very interested in securities regulation and insider trading. In this episode of Classroom Insiders with Professor Karen Woody, Andrew explores how misappropriation theory became legitimized by the court as a proper theory.
Andrew shares the differences between misappropriation theory and the classical theory of insider trading. In the classical theory, liability is premised on a breach of fiduciary duty, whereas misappropriation premises liability on a breach of confidentiality in a way that encapsulates people who would be deemed corporate outsiders. Carpenter v. SEC paved the way for the court’s acknowledgement of misappropriation theory.
Carpenter was an individual who received information from a Wall Street Journal reporter and traded it to stockbrokers, making roughly $690,000. The SEC successfully argued in the lower court that Carpenter and his accomplices breached a duty of confidentiality towards Wall Street Journal on the premise of misappropriation theory.
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Karen Woody on LinkedIn
Legislation changes month to month, year to year, but over the last century, the changes have been astounding. Classroom Insiders is the exciting new podcast where Karen Woody and her students from Washington and Lee University explore the arc and evolution of insider trading law for the past 100 years.
In this pilot episode of Classroom Insiders, Karen interviews Ben Richie. Ben is currently a Student Honors Intern in the U.S. Securities and Exchange Commission. Previously, he worked as a Corporate Paralegal in the Greater New York City Area. Ben talks about the history of insider trading law, including the events that inspired its inception, and how it has evolved into what we know today.
“Insider trading laws started formulating in the late 19th century, though they looked very different to how they are now,” Ben says. Each state handled them individually, and they created a minority and majority rule. The majority rule, founded in treatise law, stated that insiders weren’t duty-bound in their private dealings with stockholders. The minority rule, developed in 1903, stated that insiders had a duty to disclose all material information to shareholders before trading on it.
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Karen Woody on LinkedIn
Ben Richie on LinkedIn
Join Karen Woody and her Insider Trading Seminar students from Washington and Lee University as they explore the arc and evolution of insider trading over the last century. Each episode will feature a discussion between Karen Woody and a student about insider trading and regulation. Find out what the future lawyers of the university think about past and current legislation, and learn more about this fascinating area of law.
Listen to the episode now:
If you know someone who might be interested in what the lawyers of tomorrow think about the litigation of yesterday, share this page with them!
Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode Matt and Tom go into the weeds to look at recent remarks by SEC Chairman Jay Clayton and Bill Hinman, director of the Division of Corporation Finance, on issues around insider trading compliance programs. Some of the issues we consider are:
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For more information see Matt’s blog posts:
SEC Warning on Insider Trading Sales
Apple Exec Indicted on Bribery Charge
