Quinnipiac Law Insider Trading Symposium: Texas Gulf Sulphur at 55

The Connecticut Bar Association provides a free CLE Credit Tracker to make it easy for members to record and track their CLE credits earned at CBA programs as well as credits earned elsewhere.  CLE credits for CBA programs automatically track to the professional development journal in member profiles. To add the credits you earned from this program to the tracker, visit the CLE Credit Tracker webpage and click on the "Add Entry" link.

The Connecticut Bar Association has approved 5.25 CLE Credits for this symposium spread across the three panels.

• First Panel Discussion: 9:15 a.m. – 11:15 a.m. (2.0 CT General)

• Second Panel Discussion: 11:30 a.m. – 1:15 p.m. (1.75 CT General)

• Third Panel Discussion: 2:15 p.m. – 3:45 p.m. (1.5 CT General)

Section 10(b) of the Securities Exchange Act of 1934, (15 U.S.C. § 78j(b))

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange—

(a)

1. To effect a short sale, or to use or employ any stop-loss order in connection with the purchase or sale, of any security other than a government security, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

2. Paragraph (1) of this subsection shall not apply to security futures products.

(b) To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement [1] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

(c)

1. To effect, accept, or facilitate a transaction involving the loan or borrowing of securities in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

2. Nothing in paragraph (1) may be construed to limit the authority of the appropriate Federal banking agency (as defined in section 1813(q) of title 12), the National Credit Union Administration, or any other Federal department or agency having a responsibility under Federal law to prescribe rules or regulations restricting transactions involving the loan or borrowing of securities in order to protect the safety and soundness of a financial institution or to protect the financial system from systemic risk.

Rules promulgated under subsection (b) that prohibit fraud, manipulation, or insider trading (but not rules imposing or specifying reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading), and judicial precedents decided under subsection (b) and rules promulgated thereunder that prohibit fraud, manipulation, or insider trading, shall apply to security-based swap agreements to the same extent as they apply to securities. Judicial precedents decided under section 77q(a) of this title and sections 78i, 78o, 78p, 78t, and 78u–1 of this title, and judicial precedents decided under applicable rules promulgated under such sections, shall apply to security-based swap agreements to the same extent as they apply to securities.

S.E.C. Rule §240.10b–5

Employment of manipulative and deceptive devices. It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, (a) To employ any device, scheme, or artifice to defraud, (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

Cases

• In Re Cady Roberts, 40 S.E.C. 907 (1961)

• Sec. & Exch. Comm'n v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968)

• Chiarella v. United States, 445 U.S. 222, 100 S. Ct. 1108, 63 L. Ed. 2d 348 (1980)

• Dirks v. S.E.C., 463 U.S. 646, 103 S. Ct. 3255, 77 L. Ed. 2d 911 (1983)

• United States v. O'Hagan, 521 U.S. 642, 117 S. Ct. 2199, 138 L. Ed. 2d 724 (1997)

• Carpenter v. United States, 484 U.S. 19, 108 S. Ct. 316, 98 L. Ed. 2d 275 (1987)

• Salman v. United States, 580 U.S. 39, 137 S. Ct. 420, 196 L. Ed. 2d 351 (2016)

Texas Gulf Sulphur Company Legal Documents and Press Releases

• Answer from David Crawford (Corporate Secretary)

News and Journal Articles

Articles Related to Texas Gulf Sulphur:

U.S. Business: Ten Without Intent

• TIME Magazine (August 26, 1996)

• New York Federal District judge dismissed charges against ten out of the twelve directors, executives, and employees of the Texas Gulf Sulphur Company who were accused of using insider information for their own profit. The judge found that the ten “acted without intent to deceive or defraud anyone.” Charges remained against Texas Gulf Secretary David Crawford and Richard Clayton, a geophysicist.

General Insider Trading Articles:

Boesky Testifies Against Friend, Tells of Cash-stuffed Briefcases

• Greensboro News & Record (May 22, 1990)

Wrestling with Reform: Financial Scandals and the Legislation They Inspired

• SEC Historical Society

 SEC Releases, Cases, and Rules:

SEC Charges Samuel Bankman-Fried with Defrauding Investors in Crypto Asset Trading Platform FTX

• SEC Litigation Release

SEC Crypto Assets and Cyber Enforcement Actions Index with Descriptions

• SEC Website

Current Events:

 Shaq allegedly in hiding as lawyers fail to serve him over FTX lawsuit

• Ronny Reyes, New York Post (March 13, 2023)