January 17, 2022

Volume XII, Number 17

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January 15, 2022

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January 14, 2022

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SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty and for a personal benefit.  The Court stated that a personal benefit may be inferred when the tipper receives something of value in exchange for the tip or "makes a gift of confidential information to a trading relative or friend".   In Salman v. United States, 137 S. Ct. 420 (2016), the Supreme Court made it clear that the tipper need not receive something of pecuniary value from the tippee, it is enough that the tipper provided the information as a gift to a trading relative or friend.

Yesterday, the Securities and Exchange Commission filed a civil complaint alleging insider trading by two individuals - David Sargent and Christopher Klundt.  Mr. Klundt was employed by the issuer in question and is alleged to be the tipper.  Mr. Sargent is alleged to be the tippee.  The SEC alleges that "Klundt communicated material nonpublic information to Sargent in exchange for a personal benefit or with the expectation of receiving a benefit".  Noticeably lacking is any allegation as to what that benefit was.  The complaint does include several allegations concerning the two defendants' friendship.  It will be interesting to see whether these allegations of the defendants' amity will suffice under Salman and Dirks. 

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 12
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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