Abstract

In this paper I argue that the real and only victims of insider trading are those being wrongfully prosecuted under the current broad interpretation of Rule 10(b)-5 of the Securities Exchange Act. The term ‘insider trading’ has no clear legal definition and thus lends itself to prosecutorial overreach. I argue that such overreach characterizes the numerous insider trading investigations and prosecutions currently being pursued by the Securities and Exchange Commission (SEC). Rather than any valid application of securities law, these prosecutions reflect political opportunism and the influence of powerful special interests within the securities industry. I conclude by advocating that Rule 10(b)-5 be applied as originally intended, namely to deter active securities fraud and price manipulation only.