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Insider trade on Splunk acquisition?

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417 points mkmk | 7 comments | 21 Sep 23 15:58 UTC | HN request time: 1.496s | source | bottom
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kypro ◴[21 Sep 23 18:16 UTC] No.37601673[source]▶
I know this isn't what happened, but what if one day I'm waiting for the bus and I over hear a guy talking on their phone about an imminent acquisition?

1. Would that still fall under insider trading even if the information was accidentally heard, and even if I wasn't 100% sure of its accuracy?

2. If I had no clear connection to the company how would it be proven that I was trading on insider information? Surely it's not enough just to say the trade was statistically unlikely, or is it?

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kasey_junk ◴[21 Sep 23 18:23 UTC] No.37601767[source]▶
The SEC has recently been pursuing very expansive insider trading definitions, and they are occasionally losing, so it’s very hard to say.

But traditionally in the US insider trading is not about market fairness, it’s about not stealing from shareholders. So if you have no obligation to the company or it’s shareholders you aren’t an insider. The phrase is “breach of a fiduciary duty or other relationship of trust and confidence”.

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hash872 ◴[21 Sep 23 18:32 UTC] No.37601954[source]▶
But I'm pretty sure I read a case of a guy who traded on a future acquisition and was convicted on insider trading charges. He surreptitiously overheard it from his fiance, who worked for the company. Doesn't this guy not owe a company he doesn't work for a fiduciary duty....?
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1. djbusby ◴[21 Sep 23 18:40 UTC] No.37602068[source]▶
The family has the obligation. When you're trading one of the questions is if you, or your family, has rank at public companies. That would make the link from the guy, to wife, to company.
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2. lowbloodsugar ◴[21 Sep 23 18:52 UTC] No.37602234[source]▶
Unless your wife is the leader of the house.
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3. kasey_junk ◴[21 Sep 23 19:01 UTC] No.37602398[source]▶
The Nancy Pelosi case is extremely interesting from a market manipulation point of view! It’s one of the strongest arguments for extreme restrictions on Congress trading. Trumps behavior in office is a similarly strong argument for extreme restrictions on Presidential trading.

But it’s not strictly about insider trading. Pelosi (or trump or Pelosis’ husband) are not traditionally insiders. The testimony they receive is by its nature public. That we’ve allowed lots of things that shouldn’t be secret doesn’t change that. That elected officials can be corrupted by their power isn’t an insider trading issue, it’s a corruption one.

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4. lowbloodsugar ◴[21 Sep 23 20:53 UTC] No.37604162{3}[source]▶
Sure. But the issue is when they have insider information on how a vote is going to go, when the vote impacts stock prices. She has material information that the public does not.
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5. kasey_junk ◴[21 Sep 23 21:05 UTC] No.37604328{4}[source]▶
But she's not an insider.

The common belief is that insider trading laws are about having data that the market doesn't know. In the US that's just not the basis for the law. In the US there is no expectation that everyone has the same information when trading. The expectation is that people who have a duty to the shareholders are not trading on any non public material information. If you don't have a duty to the shareholders, it doesn't matter how you trade.

Is that the appropriate standard to hold congress people to? I don't know, personally i think, no. But its not obvious that its incorrect from a legal point of view. What fiduciary duty does Nancy Pelosi have to some fund her husband owns? I'm good with a definition that says "once you become a congress person you have fiduciary duty to everyone" but thats not the law now.

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6. lowbloodsugar ◴[21 Sep 23 22:15 UTC] No.37605172{5}[source]▶
So if I’m a billionaire, I can say I’m going to buy a company, to build up its stock price, and then short it and publicly walk away? That’s fine because I don’t have a duty to that company’s shareholders? I mean sure, can only do it once, but that’s legal?
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7. kasey_junk ◴[21 Sep 23 22:52 UTC] No.37605533{6}[source]▶
:shrug: it’s not insider trading (by historical norms) that doesn’t make it legal. There are other laws that you might be breaking.