Fifty-five years after the decision of Securities and Exchange Commission v. Texas Gulf Sulphur, Inc., a distinguished panel of national experts considered the impact of this landmark case on insider trading – past, present and future at a symposium on September 29 at Quinnipiac School of Law.
This symposium was presented by the Quinnipiac School of Law and Quinnipiac Law Review and co-sponsored by the Securities and Exchange Commission Historical Society, the Connecticut Bar Association, and the New York Bar Association. Quinnipiac Professor Marilyn Ford produced the symposium.
The panel focuses on the Texas Gulf Sulphur litigation and its importance to the historical development of the insider trading prohibition arising under the antifraud provisions of the federal securities laws. It also discusses early judicial hostility to the use of common law fraud as well as the changes that led to the Second Circuit’s determination in 1968 that the securities trading by certain Texas Gulf officers, directors and employees violated SEC Rule 10b-5. It then explores some of the events that culminated in the four U.S. Supreme Court decisions that continue to define insider trading law’s contours right up to the present day: Chiarella v. United States (1980), Dirks v. SEC (1983), Carpenter v. United States (1987) and United States v. O’Hagan (1997).
The panel focuses on Texas Gulf Sulphur’s doctrinal importance in areas of securities law outside the context of insider trading in the areas of materiality, issuer liability for misleading disclosure and Rule 10b-5’s “in connection with” requirement, and affirmative disclosure responsibilities. Return to insider trading, with a focus on congressional efforts in the 1980s, as well as current legislative efforts, to define the offense of insider trading as something separate and apart from securities fraud.
The insider trading law practice panel discussions of an array of topics primarily focused on recent insider trading caselaw development and recent rule changes with respect to the American political tradition of insider trading, political intelligence cases, corporate liability, recent developments in criminal standards, shadow trading, digital assets and insider trading – criminal cases involving Open Seas and Coinbase, SEC insider trading case involving Coinbase, trading plans and new rules and a recent criminal case.
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