Insider Trading

The course provides a comprehensive overview of insider trading regulation in the United States. In addition to a thorough discussion of Rule 10B5-1 and Regulation M, the class also examines use vs. possession issues as well as court decisions and affirmative defenses. Regulatory surveillance frameworks and current legal trends are also discussed.


Compliance staff, branch office managers, attorneys, auditors, traders, exchange personnel, and other supervisory staff
No advance preparation required.
Students will be able to:
  • Understand Rule 10B5-1
  • Define misuse of confidential information
  • Differentiate between use vs. possession of confidential information
  • Provide affirmative defenses to insider trading
  • Demonstrate familiarity with surveilance procedures and parameters
  • Discuss Regulation M
  • Understand procedures of SRO examinations and SEC oversight
A basic knowledge of compliance would be helpful.
  • Rule 10b5.1 - Trading
  • What information is material?
  • Definition of non-public information
  • Intent to deceive-scienter
  • Scienter and illicit benefit
  • Analysts' misuse of confidential
  • Use vs. possession of insider information
  • Promulgation of 10b5.1
  • The affirmative defenses allowed by Rule 10b5.1
  • Court decisions since the adoption of Rule 10b5.1
  • Big boy letters
  • SRO and SEC surveillance of insider trading
  • Surveillances
  • Insider trading/manipulation surveillance - review
  • Regulation M
  • Trends/Observations
  • Investigations and referrals to the SEC
  • SRO Examination
  • Interaction with other regulators and market participants

Clients who register for this course will receive a complimentary 4-month subscription to FT.com. The Financial Times is the world's most respected financial newspaper, providing a broad assessment on finance, business and the industrial sector. The move to the electronic version follows an ongoing review of our environmental responsibilities as a global business and as part of the Pearson group. FT.com also has features that are not available in hard copy, such as: Special Reports, Alphaville, editor blogs, education sections and much more! Subscriptions will start within 6-8 weeks of the start of class and are limited to one subscription per client. (Please note: as of May 1, 2011, the electronic subscription replaces the hard-copy 3-month Financial Times subscription.)

Lunch is included for all students taking day classes.