Ross Parsons Centre Law and Business seminar | Insider Trading, Fiduciary Relationships, and Market Integrity: A Comparative Consideration of Insider Laws of United States and Australia

In-person event

There are a variety of distinctions that exist between the Australian and US laws prohibiting insider trading. While insider trading is prohibited in Australia under an express statutory prohibition, a broad anti-fraud provision in the US has been interpreted by courts to prohibit insider trading. Australian insider trading laws are based on the concept of an “information connection” rather than a “person connection”, so that any person who possesses information that they know or ought reasonably to know is inside information is prohibited from trading or procuring trading in relevant financial products, or from communicating or “tipping” that information to another person likely to do so, in order to protect market integrity.

However, in the US, such conduct is only illegal if it constitutes securities fraud, meaning essentially that the trader or tipper has breached a fiduciary duty of disclosure owed either to the source of the information or to the shareholders of the securities issuer. The differing treatment of “tippers” and “tippees” in these two jurisdictions are discussed, the varying factors that are emphasised when determining the severity of the conduct of engaging in trading or tipping are considered. The comparative relevance of the existence of a fiduciary or other close relationship both for liability to arise and as a possible aggravating factor in sentencing convicted insider traders is also addressed.

Speakers

Professor Donna M. Nagy, Indiana University Maurer School of Law—Bloomington

Professor Donna M. Nagy (BA Vassar College, JD NYU School of Law) is Executive Associate Dean and C Ben Dutton Professor of Business Law at Indiana University Maurer School of Law.  She teaches and writes in the areas of securities litigation, securities regulation, and corporations. She has written extensively on the selective disclosure of government information; government officials and financial conflicts of interest; and insider trading and fiduciary principles. Prior to commencing her academic career, Donna was an associate at the law firm of Debevoise & Plimpton in Washington, D.C., specialising in securities enforcement and litigation.

Associate Professor Juliette Overland, University of Sydney Business School

Associate Professor Juliette Overland (LLB (Hons I) (QUT), PhD (ANU)) of the University of Sydney Business School, researches and teaches in the area of corporate law, particularly the regulation of securities markets, insider trading, and corporate crime. Juliette’s research examines issues concerning corporate liability for insider trading, the effectiveness of insider trading regulation, and the relationship between corporate governance and insider trading. In addition to her experience as an academic, Juliette has extensive practical experience as a corporate lawyer, having worked in leading Australian law firms and as the Australian legal counsel for a global technology company.

Chair: Professor Jason Harris, Professor of Corporate Law and Director of the Ross Parsons Centre at Sydney Law School

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Thursday 8 February 2024

Time: 6-7pm

Venue: The University of Sydney, Level 1, Law Lounge, New Law Building (F10), Eastern Avenue, Camperdown

CPD Points: 1

This event is being held in-person at Sydney Law School.

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This event is proudly presented by the Ross Parsons Centre at Sydney Law School.