LAW 728 - Insider Trading Law

Course Type: Upper Level Elective
Credits: 3

Description: This 3-credit doctrinal course is an expansion of the two-credit Insider Trading Seminar that I have taught for the past three years. This 3-credit course also will provide an in-depth look at the regulation of insider trading, while providing a broader background on securities and corporate law. Because more time will be afforded to the background materials related to securities and corporate law, there will not be any prerequisites for this course.

As with the 2-credit seminar, special consideration will be given to the role that Justice Powell played in creating the architecture of modern-day insider trading regulation, through two all-important decisions outlining the parameters of insider trading under Rule 10b-5, and one all-important dissent from a denial of a writ of certiorari. Students will be encouraged to visit the Powell Archives to review the handwritten notes by the Justice on these cases.

Subjects covered will include: securities trading; theories of insider trading law including classical, tipper/tippee, and misappropriation; common law fraud; property law and embezzlement theory; Powell’s role in creating the scaffolding of insider trading regulation; criminal insider trading prosecutions; legislative attempts to clarify insider trading prohibitions; and economic and market factors at play in insider trading.