Insider Trading
Insider trading means trading on material non public information in breach of a duty. Learn what counts, legal insider trades, penalties and well known cases.
Insider trading has two meanings. Legal insider trading is when company officers, directors or major shareholders buy or sell their own company's stock and report it publicly. Illegal insider trading is trading on material, non public information in breach of a duty of trust or confidence, or passing that information to others who trade. The illegal kind undermines the basic fairness of markets, and regulators pursue it aggressively with civil penalties and criminal prosecution.
What makes insider trading illegal#
| Element | Meaning |
|---|---|
| Material information | Information a reasonable investor would consider important, such as earnings, mergers, regulatory decisions or major contracts |
| Non public | Not yet released to the market |
| Breach of duty | The person had a duty to keep it confidential: employees, directors, lawyers, bankers, or those who received it from them |
| Trading or tipping | Buying or selling, or passing the tip to someone who trades |
In the US, the main legal basis is the anti fraud provision of the Securities Exchange Act, notably SEC Rule 10b 5, along with court decisions on misappropriation and tipping. The EU's Market Abuse Regulation and the UK's equivalent rules prohibit insider dealing directly.
Legal insider trading#
Corporate insiders may trade their own company's stock if they do not use material non public information and they report it.
| Rule | Detail |
|---|---|
| Form 4 filings | US insiders report trades within two business days |
| Trading windows | Companies restrict insider trading to periods after earnings releases |
| Rule 10b5 1 plans | Prearranged trading plans; 2023 SEC amendments added cooling off periods and other conditions |
| Short swing profit rule | Section 16(b) requires insiders to return profits from purchases and sales within six months |
Many investors follow insider purchases, since executives buying their own stock can signal confidence. See Fundamental Data.
Penalties#
| Type | US penalties (summary) |
|---|---|
| Civil (SEC) | Return of profits plus penalties of up to three times the profit gained or loss avoided |
| Criminal (DOJ) | Up to 20 years in prison per violation and large fines |
| Professional | Industry bans, loss of licences |
Well known cases#
| Case | Summary |
|---|---|
| Ivan Boesky, 1986 | The arbitrageur paid a $100 million penalty and was imprisoned; his cooperation helped lead to further cases |
| Raj Rajaratnam, 2011 | The Galleon Group founder was convicted and sentenced to 11 years, in a case built partly on wiretaps |
| SAC Capital, 2013 | The firm pleaded guilty to insider trading charges and agreed to pay about $1.8 billion in penalties |
Prediction markets and insider information#
Prediction markets raise new questions, because some events can be known in advance by insiders, such as officials, staff or participants. Regulated prediction market exchanges in the US prohibit trading on material non public information, and rules continue to develop. See What Are Prediction Markets?.
Staying on the right side#
- Never trade on confidential information from work, friends or family about a listed company.
- Do not pass on tips.
- Follow your employer's trading policy and blackout periods.
- Remember options and related securities count too.
- When in doubt, do not trade and seek legal advice.
Frequently asked questions#
What is insider trading?#
Illegal insider trading is buying or selling securities using material non public information in breach of a duty of confidence; legal insider trading is reported trading by company insiders without such information.
How is insider trading detected?#
Through surveillance of unusual trading before announcements, data analysis, whistleblowers, tips and investigation of communications.
Is it legal to trade on rumours?#
Trading on genuine public rumours is generally legal, but trading on information you know came from a confidential insider source can be illegal.
Next, learn about other forms of market abuse in Market Manipulation.
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