"Insider Trading – The Case of Chiarella v. United States Most insider trading cases involve facts that are relatively simple, and those at issue in Chiarella v. United States, 445 U.S. 222 (1980), are no exception. The defendant was an employee of a financial printing firm hired to print announcements of takeover bids. He managed on several occasions to deduce from code names the identities of the actual companies, and then surreptitiously purchased stock in the acquisition targets—reaping a $30,000 profit after the deals were announced. He was tried before a jury and convicted of a criminal violation of SEC Rule 10b-5. But after losing his appeal to the Second Circuit, he ultimately prevailed before the U.S. Supreme Court in March 1980. The divided Court’s iconic ruling, as to the circumstances under which insider trading constitutes securities fraud, continues to define the law’s contours right up to the present day."
– Donna M. Nagy
(Courtesy of the Library of Congress)
Daniel Goelzer served on the staff of the SEC from the mid-70’s through 1990. He began his SEC career in 1974 as a staff attorney in the Office of the General Counsel, and rose through the ranks to become the Commission’s General Counsel from 1983 to 1990. He also worked in the Office of the Chairman and was Executive Assistant to both Chairman Harold Williams and Chairman John Shad. After leaving the SEC, he was partner at the law firm of Baker & McKenzie LLP in Washington, DC until his appointment as a founding Board member of the Public Company Accounting Oversight Board (PCAOB) in 2002. He served as PCAOB’s Acting Chairman from 2009 – 2011 and returned to Baker & McKenzie after his PCAOB term ended in 2012. He was one of the founding Trustees of the SEC Historical Society.
Paul Gonson began working at the SEC in 1961 and held a number of positions during his 37-year career at the agency. He started out in the Division of Corporate Regulation, then transferred in 1967 to the Office of General Counsel where he became primarily an appellate attorney. When David Ferber retired from his post as the Solicitor in 1979, Gonson was appointed to take his place. During the next 20 years, he worked on a number of enforcement cases, primarily insider trading, many of which he argued before the Supreme Court. In 1998, he retired from the SEC and joined the firm of Kirpatrick & Lockhart.
Ed Greene served at the SEC from 1978 to 1982, first as director of the Division of Corporation Finance under Chairman Harold Williams, then as General Counsel under Chairman John Shad. He was involved in several ground-breaking projects. As director of Corporation Finance, he led efforts to integrate and improve disclosures around Initial Public Offerings (IPOs), and spearheaded efforts to create faster access to markets for shelf registrations. As general counsel, he negotiated the agency’s first Memorandum of Understanding (MOU), which became a template for future cooperative agreements between governments. Mr. Greene was a founding trustee of the SEC Historical Society.
Donald C. Langevoort is the Thomas Aquinas Reynolds Professor of Law at Georgetown University Law Center. He joined the Georgetown faculty in 1999 after eighteen years at Vanderbilt University School of Law. Professor Langevoort graduated from the Harvard Law School in 1976, and went into private practice with the law firm of Wilmer, Cutler & Pickering in Washington. In 1978, he joined the staff of the U.S. Securities & Exchange Commission as Special Counsel in the Office of the General Counsel. Since entering academia in 1981, Professor Langevoort has written a treatise on insider trading, co-authored a casebook on securities regulation, and produced numerous law review articles on topics such as insider trading, the impact of technology on securities regulation, investor behavior and the intersection between cognitive psychology and lawyers’ professional responsibilities.
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