U. S. vs. EU Insider Trading Regulation: Risks and Challenges from a European Perspective

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2024-02-26 DOI:10.1515/ecfr-2023-0032

Cédric Remund, Paul Tuchmann

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引用次数: 0

Abstract

822In an ever more globalized financial market, investors are increasingly exposed to regulation and enforcement by multiple jurisdictions with varying rules, including different insider trading regimes. From a European perspective, potential exposure to the U. S. insider trading regime is particularly challenging. Especially for the non-U. S. practitioner, the U. S. insider prohibition is very complex and offers little legal certainty. And this uncertainty is all the more problematic for Europeans because the U. S. insider ban applies extraterritorially. Even more worrying, violations of the U. S. insider trading regime are often met with harsh consequences, ranging from stiff prison sentences to ruinous financial penalties. First, this article broadly outlines the contours of the U. S. insider trading regime as well as the current state of play for insider trading enforcement under U. S. law. Second, it outlines the fearsome (extra-) territorial reach of the U. S. insider trading ban, to allow a better assessment of a European’s potential exposure to the U. S. insider trading regime in different situations. Third, it highlights the main differences between the U. S. and the EU insider trading regulations, to identify the areas in which market participants on both sides of the Atlantic should be particularly cautious.

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U.美国与欧盟的内幕交易法规：从欧洲视角看风险与挑战

822 在日益全球化的金融市场中，投资者越来越多地受到多个司法管辖区的监管和执法，这些司法管辖区的规则各不相同，其中包括不同的内幕交易制度。从欧洲的角度来看，潜在的美国内幕交易制度尤其具有挑战性。特别是对于非美国从业者而言，美国的内幕禁令非常复杂，几乎没有法律确定性。而这种不确定性对欧洲人来说更成问题，因为美国的内幕禁令适用于域外。更令人担忧的是，违反美国内幕交易制度的行为往往会被处以严厉的后果，从严厉的监禁判决到毁灭性的经济处罚。首先，本文大致概述了美国内幕交易制度的轮廓以及美国法律对内幕交易执法的现状。其次，本文概述了美国内幕交易禁令的可怕（域外）影响范围，以便更好地评估欧洲人在不同情况下受美国内幕交易制度影响的可能性。第三，它强调了美国和欧盟内幕交易法规之间的主要差异，以确定大西洋两岸的市场参与者应特别谨慎的领域。

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.