In 2000 the Securities and Exchange Commission framed SEC Rule 10b5 -1, which is an administrative rule introduced in order to remove certain confusion over the scope of the expression ‘insider trading’. In this context it may be recalled that insider trading in securities by anybody equipped with confidential corporate information is banned under the provisions of SEC Rule 10b-5. Sec Regulations 10b5-1 is part and parcel of the 10b5 plan.
Before the introduction of this rule judicial opinion was divided over the interpretation of the term ‘insider trading’. The issue was whether any body could be charged with insider trading simply for trading in securities while in possession of non public information or if he could be held liable only when he used that information for making the deal.
Under the provisions of the instant Rule, any body could be held liable for insider trading simply for trading in securities while in possession of material non public information even without using the same.
This Rule also permits an affirmative defense to any charge of insider trading when the concerned person can demonstrate that the contract for the securities deal was clinched before gaining the inside information and the arrangement is irrevocable in nature not open to alteration even in the wake any subsequent inside information.
An area of concern that this rule fails to address is informed cancellation of a securities deal based on inside information since there can be no liability for security transaction without actual security trading or transfer.