NCJ Number
110933
Journal
Marquette Law Review Volume: 70 Issue: 4 Dated: (Summer 1987) Pages: 692-724
Date Published
1987
Length
33 pages
Annotation
The misappropriation theory put forth by the Securities and Exchange Commission (SEC) as a basis for enforcing provisions against insider trading of stocks is a proper standard for finding fraud in securities dealings and therefore deserves the endorsement of the U.S. Supreme Court.
Abstract
The theory was developed in response to the Commission's frustration over the Court's recent restriction on the scope of the prohibition against insider trading. The theory asserts that anyone who misappropriates information from an employer or from another source and who trades on the basis of that information is violating the antifraud provisions of the Securities Exchange Act of 1934. The theory circumvents the requirements of a fiduciary relationship between the parties to a transaction by finding fraud in the improper procurement of inside information. Federal appellate courts have supported this theory, and the Supreme Court is currently reviewing it. Without a firm endorsement from the Supreme Court, the SEC will lose another tool in its increasing efforts to prevent fraud in the securities market. The Court should support the theory, because novel or atypical methods of fraud should not provide immunity from Federal securities laws. The theory is legally sound, consistent with precedent, and promotes the notion of fairness sought by the Federal securities laws. 199 footnotes.