Ceremonial Courtroom, Quinnipiac University School of Law
Connecticut CLE 5.25 Credits
Fifty-five years after the decision of Securities and Exchange Commission v. Texas Gulf Sulphur, Inc., a distinguished panel of national experts will consider the impact of this landmark case on insider trading – past, present and future. The event will be an on-campus panel event with a live stream for those not in person.
Our distinguished panel of national experts comprises representatives from the Securities and Exchange Commission Historical Society, the United States Securities and Exchange Commission, the New York State Bar Association and the Connecticut Bar Association. Additionally, it includes members of the American College of Trial Lawyers, prominent federal prosecutors, attorneys, partners and law professors.
Chairman, Securities and Exchange Commission Historical Society
Jim is an expert forensic accountant with over 30 years of experience. He assists law firms, companies and board committees facing difficult issues involving financial fraud, regulatory investigations and Foreign Corrupt Practices Act (FCPA) compliance and remediation. Jim applies his expertise gained as an independent auditor, internal audit director, chief compliance officer and former US Securities and Exchange Commission (SEC) enforcement accountant to provide clients with value-added solutions to critical problems. He is a CPA, is certified in financial forensics and is a Certified Compliance and Ethics Professional. He is a frequent speaker on FCPA and fraud topics and serves on the boards of several nonprofit organizations, including the Chairman of the SEC Historical Society.
Partner, Law Office of Peter G. Eikenberry
Fellow, New York Bar Foundation; Former Partner, Seyfarth Shaw; Former Vice President, Federal Bar Counsel
Partner, Moses Singer LLC
Former Co-Chair, Securities Disputes Committee of the New York State Bar Association’s Dispute Resolution Section; Former Senior Trial Counsel, Securities & Exchange Commission
Partner, Davis Polk & Wardwell
Former United States Attorney, Southern District of New York; Former President, American College of Trial Lawyers; Chairman, American Bar Association Committee on the Federal Judiciary
Professor of Law, Quinnipiac University School of Law
Former Fellow, Yale University; Former Member of the Executive Committee and Board of Trustees, Connecticut Lawyers Group; Former Member of the Board of Directors, Connecticut Legal Services
Executive Director, Securities and Exchange Commission Historical Society
Former Executive Director of the largest association of business journalists (SABEW); Former Executive Director Alfred Friendly Press Partners; Former Executive Director, Radio Television Digital News Foundation
Partner, Allen & Overy
Former Federal Prosecutor, Southern District of New York
Senior Counsel, Division of Enforcement, Securities and Exchange Commission; Lecturer in Law, Boston University School of Law
Professor of Law, Georgetown University Law Center
Former Special Counsel, U.S. Securities & Exchange Commission in the Office of the General Counsel
Attorney, Kenneth B. Lerman, P.C.
Chair Business Law section of the Connecticut Bar Association
Professor of Law, Yale Law School
Honorary Fellow, Society For Advanced Legal Studies; Former Member, Legal Advisory Committee to the Board of Directors of the New York Stock Exchange
Executive Associate Dean, Indiana University Maurer School of Law
Member, American Law Institute Consultative Groups for the Restatement of the Law on Corporate Governance and the Project on Principles of Government Ethics; Former Corporate Laws Committee Member, American Bar Association; Co-Chair, Task Force on the Impact of Federal Government Initiatives
Professor of Law, University of Michigan Law School
Former Bristow Fellow, Office of the Solicitor General, United States Department of Justice; Former Judicial Clerk, Honorable. J. Harvie Wilkinson III, United States Court of Appeals
Partner and Co-Founder, Shapiro Arato Bach LLP
Former Federal Prosecutor, Southern District New York; Former Clerk, Justice Ruth Bader Ginsburg, Supreme Court of the United States; Former Clerk, Judge Stephen F. Williams, U.S. Court of Appeals, D.C. Circuit
Rupert and Lillian Radford Chair in Law and Professor of Law, SMU Dedman School of Law
Executive Committee, American Bar Association, Section of International Law; Former President, SMU Law School Institute of International Banking and Finance
Professor of Law, Georgetown University Law Center
Adviser Restatement of the Law (Third), Agency, American Law Institute; Former Chair Section on Securities Regulation, Association of American Law School
The panel will focus on the Texas Gulf Sulphur litigation and its importance to the historical development of the insider trading prohibition arising under the antifraud provisions of the federal securities laws. It will discuss early judicial hostility to the use of common law fraud as well as the changes that led to the Second Circuit’s determination in 1968 that the securities trading by certain Texas Gulf officers, directors and employees violated SEC Rule 10b-5. It will then explore some of the events that culminated in the four U.S. Supreme Court decisions that continue to define insider trading law’s contours right up to the present day: Chiarella v. United States (1980), Dirks v. SEC (1983), Carpenter v. United States (1987) and United States v. O’Hagan (1997).
Texas Gulf Sulphur’s doctrinal importance in areas of securities law outside the context of insider trading in the areas of materiality, issuer liability for misleading disclosure and Rule 10b-5’s “in connection with” requirement, and affirmative disclosure responsibilities. Return to insider trading, with a focus on congressional efforts in the 1980s, as well as current legislative efforts, to define the offense of insider trading as something separate and apart from securities fraud.
Insider Trading Law Practice Panel – Discussion of an array of topics primarily focused on recent insider trading caselaw development and recent rule changes with respect to the American political tradition of insider trading, political intelligence cases, corporate liability, recent developments in criminal standards, shadow trading, digital assets and insider trading – criminal cases involving Open Seas and Coinbase, SEC insider trading case involving Coinbase, trading plans and new rules and a recent criminal case.
Schedule is subject to change
The Securities and Exchange Commission Historical Society has agreed to exhibit this symposium, related law review articles and historical papers in the permanent collection of its virtual museum and archive at the SEC Historical Society website.
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