Insider Trading Under The CSL - There Is No Shadow Of Turning With Thee

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading.  This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its...

No File Number, No Filing

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A). ...

SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...

The DFPI And Insider Trading

All securities transactions by members and employees of the Securities and Exchange Commission must comply with 5 CFR § 200.735-5 which in turn requires compliance with 5 CFR § 4401.102.  In general, § 4401.102 adopts a "possession" standard for...

Friendship Formed In Middle School Yields Duty of Trust And Confidence

In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even though he or she did not owe...

Judge Juxtaposes California And Delaware Insider Trading Law

Yesterday, I wrote about Judge Claudia Wilken's recent ruling that the internal affairs doctrine does not supplant California's insider trading statute, Corp. Code § 25402. In re McKesson Corp. Derivative Litig., 2018 U.S. Dist. LEXIS 81049.  While...

Federal Judge Applies California Insider Trading Statute To Delaware Corporation

Attentive readers of this blog should be aware that California included an insider trading statute (Corp. Code § 25402) as part of the Corporate Securities Law of 1968.  More than a dozen years ago, a California Court of Appeal held that the...

Mark Twain On Insider Trading
"Is there anything whereof, it may be said, See, this new?"
 
Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

As I have mentioned on numerous occasions, California has its own insider trading statute - California Corporations Code Section 25402.  The statute is included in the California Corporate Securities Law of 1968.  In general, the jurisdiction of...

1 2