자본시장법상 내부자거래규제와 외부자
A Study on the Possibility of Adopting the Insider Trading Regulation to the Outsider Trading
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The ultimate aim of securities regulation is to promote full disclosure to investors. It means the markets are fully informed to the extent practicable and that securities prices reflect the mix of publicly available information. With full disclosure as the basic premise of the Financial Investment Services and Capital Markets Act, it has developed that investors should have equal access to information. Trading securities on the source of material information not disclosed publicly gives a trader an unfair advantage over other investors that runs counter to the premise of securities law. Insider trading deprives investors of the oppurtunity to invest under fair competition that should exist in the securities markets because the informational advantage is based upon information that is not publicly available, someone has unbalanced superior information power. This article tries to examine one important unresolved issue identifying the circumstances under which persons who are not traditional corporate insiders will be held accountable for what has become known as “outsider trading.”Even though outsider trading can take a variety of forms, this paper focuses on either (1) when an investor acquires information from a company or from someone else with the expectation that the information will be kept confidential; or (2) when outsiders obtain the information through certain types of wrongful conduct, including theft or hacking. And then, it suggests a German Securities Act type which regulates all trading under material nonpublic information.
Abstract
The ultimate aim of securities regulation is to promote full disclosure to investors. It means the markets are fully informed to the extent practicable and that securities prices reflect the mix of publicly available information. With full disclosure as the basic premise of the Financial Investment Services and Capital Markets Act, it has developed that investors should have equal access to information. Trading securities on the source of material information not disclosed publicly gives a trader an unfair advantage over other investors that runs counter to the premise of securities law. Insider trading deprives investors of the oppurtunity to invest under fair competition that should exist in the securities markets because the informational advantage is based upon information that is not publicly available, someone has unbalanced superior information power. This article tries to examine one important unresolved issue identifying the circumstances under which persons who are not traditional corporate insiders will be held accountable for what has become known as “outsider trading.”Even though outsider trading can take a variety of forms, this paper focuses on either (1) when an investor acquires information from a company or from someone else with the expectation that the information will be kept confidential; or (2) when outsiders obtain the information through certain types of wrongful conduct, including theft or hacking. And then, it suggests a German Securities Act type which regulates all trading under material nonpublic information.
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