Menu

More Insider Trading Clarity for Money Managers

Financial Services Regulatory   |   Securities and Derivative Litigation   |   Securities Transactions and Compliance   |   March 25, 2015
Download   
Share Page

It is plainly illegal to bribe a corporate insider for non-public information and then trade that company’s stock. But what if the briber shares that information with a money manager, who then trades on that inside information, knowing that it is non-public but ignorant of the bribe?

According to the U.S. Attorney for the Southern District of New York, as recently argued in United States v. Newman, this would, indeed, constitute a crime. The Second Circuit disagreed, however, and overturned the convictions of two former hedge fund managers charged with making $72 million off trades in the stocks of technology companies Dell and NVIDIA.

At trial, the government accused Todd Newman and Anthony Chiasson of trading on tips received from their employees, members of a "cohort of analysts" who shared with each other non-public information obtained from corporate insiders. The trial judge rejected a defense jury instruction that would have required the government to prove that Newman and Chiasson knew that the Dell and NVIDIA insiders received a personal benefit in exchange for the disclosure.

The appellate court reversed, holding that "to sustain a conviction for insider trading, the Government must prove beyond a reasonable doubt that the tippee knew that an insider disclosed confidential information and that he did so in exchange for a personal benefit." For added measure, the court found insufficient evidence that the corporate insiders even received a "personal benefit" in exchange for the information.

The government has requested a rehearing and a rehearing en banc. For now, however, this decision can provide some comfort—at least in the Second Circuit—to money managers who do not know the circumstances under which information about an issuer was divulged or, perhaps, even whether the information must be regarded as nonpublic.


©2020 Carlton Fields, P.A. Carlton Fields practices law in California through Carlton Fields, LLP. Carlton Fields publications should not be construed as legal advice on any specific facts or circumstances. The contents are intended for general information and educational purposes only, and should not be relied on as if it were advice about a particular fact situation. The distribution of this publication is not intended to create, and receipt of it does not constitute, an attorney-client relationship with Carlton Fields. This publication may not be quoted or referred to in any other publication or proceeding without the prior written consent of the firm, to be given or withheld at our discretion. To request reprint permission for any of our publications, please use our Contact Us form via the link below. The views set forth herein are the personal views of the author and do not necessarily reflect those of the firm. This site may contain hypertext links to information created and maintained by other entities. Carlton Fields does not control or guarantee the accuracy or completeness of this outside information, nor is the inclusion of a link to be intended as an endorsement of those outside sites.

Subscribe to Publications

Disclaimer

The information on this website is presented as a service for our clients and Internet users and is not intended to be legal advice, nor should you consider it as such. Although we welcome your inquiries, please keep in mind that merely contacting us will not establish an attorney-client relationship between us. Consequently, you should not convey any confidential information to us until a formal attorney-client relationship has been established. Please remember that electronic correspondence on the internet is not secure and that you should not include sensitive or confidential information in messages. With that in mind, we look forward to hearing from you.