[20211109]IF11966_内幕交易.pdf

https:/crsreports.congress.gov November 9, 2021Insider TradingInsider-trading law has been shaped by competing institutional forces and theoretical perspectives. While the Securities and Exchange Commission (SEC) and federal prosecutors have pushed for broad theories of liability rooted in the value of equal access to information, the courts have implemented a narrower framework predicated on fiduciary duty and fraud. Congress, however, has not weighed in on this back-and-forth. Despite the attention insider trading attracts, legislators have not enacted a statutory definition for the offense. Its elements are instead the product of judicial decisionmaking, with SEC rules supplementing the core prohibition. Nevertheless, recent Congresses have shown increasing interest in insider trading, featuring several bills that would codify the elements of the offense and fill perceived gaps in existing doctrine. This In Focus provides an overview of insider-trading law and recent efforts at legislative reform. The Evolution of Insider-Trading Law Origins The modern insider-trading prohibition is grounded in Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5. Those provisions im