Insider Trading and Material Nonpublic Information

What this video covers

• What trading "on the basis of" material nonpublic information (MNPI) means, and why awareness alone is sufficient for liability under the Securities Exchange Act of 1934 (SEA) antifraud rule
• How the prearranged trading plan affirmative defense works, and why modifying amount, price, or timing after learning MNPI kills the defense and restarts the cooling-off period
• The officer and director cooling-off period: the longer of 90 days after adoption or 2 business days after financial results disclosure, strictly capped at 120 days
• When the family-and-non-business-relationship rule creates a presumed duty of trust or confidence, and how misappropriation theory reaches non-insiders like Riley the Representative
• The critical distinction between the watch list (internal, pre-public, confidential) and the restricted list (firm-wide, post-public)
• Why written information barrier policies alone are not enough, and what failure to supervise means for Priya the Principal when red flags are ignored
• How contemporaneous traders get a private right of action, what SEC treble damages are (3x profit gained or loss avoided), and the 5-year statute of limitations for civil penalties