Insider trading is the trading of a company’s securities when in possession of material, nonpublic information about the company.
“Insider trading” is a term that most investors have heard and usually associate with illegal conduct. Recent government actions, including the criminal case against Martha Stewart have enforced that view. However, Martha Stewart was not convicted of insider trading, she was convicted for obstruction.
There is no statutory definition of “insider trading”. As defined by the courts, it refers to purchasing or selling a security while in possession of material, non-public information concerning that security, where the information is obtained from a breach of fiduciary duty, or a duty arising from a relationship of trust or confidence.
Obtaining the material information by way of a breach of duty or confidence is the key to the violation, but after decades of court rulings, it is almost impossible for a court to find that a duty was NOT breached in an insider trading case. Some duties are obvious – the CEO of the company, the CEO’s assistant, and every other employee owe a fiduciary duty to teh company and if they use, or disclose, material non-public information, they are liable for insider trading, often even if they didn’t trade themselves.
More information at Insider Trading, the Legal and Illegal