Insider Trading and Securities Fraud Enforcement Act of 1988 and Controlling Person Liability: Can Firms Outside the Securities Industry Risk Not to Adopt Insider Trading Safeguard?

• NCJ Number: 134307
• Journal: University of Detroit Law Review Volume: 67 Issue: 2 Dated: (Winter 1990) Pages: 261-307
• Author(s): P M Donnelly
• Date Published: 1990
• Length: 46 pages
• Publication Format: Article
• Publication Type: Legislation/Policy Analysis
• Language: English
• Country: United States of America

Annotation

The prohibition of insider training in the 1988 Act is examined in reference to companies outside the securities firm context.

Abstract

Section 3 of the Insider Training and Securities Fraud Enforcement Act of 1988 provides the Securities Exchange Commission (SEC) with authority to impose civil penalties on controlling persons in the securities industries, particularly brokers, dealers, or investments advisers, regarding insider training. However, the 1988 Act does not clearly apply this standard to law firms, accounting firms, corporations, and other companies which acquire inside information while performing services. In order to examine this application, the basic principles behind the ban on insider training are outlined with a presentation of the arguments pro and con as well as the development of insider trading laws. Section 3 of the 1988 Act is presented together with section 25(f) of the 1934 Act and section 204 A of the 1940 Investment Advisor Act as a possible indication of the extension of the 1988 Act to entities outside the industry. Until the question of application to firms outside securities is resolved, the more immediate issue concerns the liability controlling persons outside the securities industry face without designated procedures to prevent insider trading.