Insider Trading Prohibition Act

Insider Trading Prohibition Act

This bill amends the Securities Exchange Act of 1934 to prohibit any person from trading securities or effectuating such trades while in possession of related material, nonpublic information, or while either knowing or recklessly disregarding that the information has been obtained wrongfully, or that the transactions would constitute a wrongful use of such information.

It shall also be unlawful for any person whose own securities transactions violate this Act to communicate wrongfully to another person material, nonpublic information relating to either those transactions or the market for them if the other person:

• purchases, sells, or causes the purchase or sale of, any security or security-based swap or enters into or causes the entry into any security-based swap agreement, to which such communication relates; or
• communicates the information to another person who makes or causes such a transaction while in possession of such information.

The other person's ensuing purchase, sale, or entry while in possession of such information must also be reasonably foreseeable.

A standard and a knowledge requirement are prescribed for acts constituting unlawful trading in securities.

A person who has neither participated in, profited from, nor induced violations of this Act is shielded from liability even though that person controls or employs the violator.

The Securities and Exchange Commission is authorized to exempt from this Act persons, securities, or transactions, subject to any necessary or appropriate terms and conditions, if it determines that the exemption is not inconsistent with the purposes of this Act.