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Insider trade on Splunk acquisition?

(twitter.com)
417 points mkmk | 1 comments | 21 Sep 23 15:58 UTC | HN request time: 0.22s | source
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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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bragr ◴[21 Sep 23 18:21 UTC] No.37601730[source]▶
It's still not public information (e.g. "Material Nonpublic Information"). You can't trade on it.

See 17 CFR § 240.10b5-1 "Trading “on the basis of” material nonpublic information in insider trading cases", particularly section (b) "Awareness of material nonpublic information."

https://www.law.cornell.edu/cfr/text/17/240.10b5-1

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mock-possum ◴[21 Sep 23 18:32 UTC] No.37601951[source]▶
A guy speaking out loud at a bus stop isn’t public information?
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bragr ◴[21 Sep 23 18:36 UTC] No.37602007[source]▶
The SEC has very specific rules and even specific form [1] they must file when companies release information like this.

[1] https://www.sec.gov/forms

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1. jahewson ◴[21 Sep 23 19:00 UTC] No.37602371[source]▶
So if the founder goes on TV and announces their merger then it’s nonpublic information until they file the form? Everyone who trades on that is insider trading? That can’t be right.