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Slypenslyde t1_jad9yiy wrote

It's not automatically insider trading for a person involved with a company to trade in its stock. This law has a lot of subjective leeway. But it IS true that it is HARDER for people in these positions to trade stock in their company without risk.

Oversimplified, you break the law if you have information that is not yet public that would likely affect other traders' opinions of whether to buy or sell stock. But it's sort of time-sensitive and it's easier to get in trouble for short-term decisions than long-term ones.

So a CEO who sells their stock immediately before a bad quarterly earnings report? They'll likely get in trouble. A bad earnings report usually motivates people to sell. However, even if they sell 10 seconds after that report goes public, THAT is fine because now the information is public.

What if the CEO knows that next year a super-secret project is going to release and starts buying in advance? This falls much more on the subjective side of the law. It's harder to argue that if it were known a super-secret project will happen next year that investors in general would invest in the stock today. And there are still chances that between today and next year, things happen that cause the project to be canceled. So this scenario is much more grey area.

So people have a lot of strategies to avoid this. One is to announce projects to reduce how much "secret" knowledge you're leaning on. Another is to buy and sell large amounts of stock on a schedule, so you can argue you're following a pattern and not basing the decision on product announcements.

A problem with it being so subjective is it can look like a lot of times rich people get away with something that less rich people might get busted for. It's a different discussion entirely, but it's more likely that very rich people will employ lawyers and accountants who work together to assess their risk of insider trading charges whereas less wealthy people are more likely to go on their own thoughts.

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No_Breadfruit_1849 t1_jaddgea wrote

> However, even if they sell 10 seconds after that report goes public, THAT is fine because now the information is public.

I have a minor nitpick: at my company (and I think this is pretty common if not the law) the trade window doesn't open until several business days after the report goes public. That gives the market plenty of time to digest the information, trade on it, trade on others' trades, etc.

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Slypenslyde t1_jade268 wrote

This is true and a product of me oversimplifying.

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notreallydutch t1_jadz2k8 wrote

If we're nitpicking, I choose this part:

"It's not automatically insider trading for a person involved with a company to trade in its stock"

It is insider trading, just not the illegal kind. In fact the definition of insider trading is basically a person involved with a company trading in its stock. There are additional rules and scrutiny tied to insider trading and illegal insider trading is often just referred to as insider trading but, nonetheless the general concept of insider trading is not illegal.

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singh_sarao_official t1_jaeu0kb wrote

Yep, the vast majority of public companies impose blackout periods on insider stock transactions

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biznisss t1_jaehlsa wrote

This is all true and insider trading law always feels to me like it's being strung together in real time any time the boundaries are tested.

In practice, many executives of companies with a significant portion of their wealth tied up in stock will not sell as a tax mitigation measure, and instead borrow using their holdings as collateral to service their cash needs, so the question comes up less often than perhaps it otherwise would.

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Slypenslyde t1_jaek9rr wrote

Yeah, the thing I mentioned about "selling in patterns" is based on something I vaguely remember a while back regarding Zuckerberg. He did a big selloff right before Facebook/Meta announced some big embarrassment and people were certain he'd face insider trading, but "this fits a pattern of seasonal sales" was the excuse I saw some people throw around and I never heard anything about it again.

Personally at that level I think it'd be cheaper to hire a US Senator to do the buying/selling for you, they're immune to insider trading and they can count their cut as campaign money.

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somethingsonic t1_jaekloj wrote

What I never understood is that company executives get to make projections as part of their earning calls which heavily influences the stock price the minute after. Doesn't this allow full price manipulation even when these insiders did follow protocol to sell their stock. (10b5-1 I think?) The CEO of a company I used to work at would consistently hold his stock after providing lower projections than market expectations. We would always end up beating those earnings projections, but the process would repeat. Once or twice a year, we would announce higher projections and the CEO would be scheduled to sell the following day with a nice price bump. Meanwhile the rest of us were in a regular blackout period following earnings.

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DasMotorsheep t1_jaeuz6w wrote

>it can look like a lot of times rich people get away with something that less rich people might get busted for

a scandalous and far-fetched idea!

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