About the Course
Introduction
This CLE course provides a comprehensive roadmap of the US insider trading landscape, from the foundational “disclose or abstain” rule to the cutting-edge theories currently being tested by the SEC and DOJ. Among other things, we will address the shifting boundaries of the classical and misappropriation theories and the latest evidentiary burdens for tipper-tippee liability following significant judicial decisions.
Description
While "insider trading" lacks a formal statutory definition, it has evolved through decades of judicial interpretation into one of the most complex and high-stakes areas of federal securities law. Today’s practitioners must navigate an complex legal standard where liability is frequently tethered to fact-intensive inquiries regarding duties of trust and confidence, and an elusive "personal benefit" test.
Listen as our panel of experienced practitioners will offer insights for advising clients on compliance and developing robust defense strategies for both civil and criminal allegations.
Presented By
Ms. Myrick's practice focuses on government investigations and enforcement actions, with a particular focus on matters related to the enforcement of the federal securities laws. She has represented public companies, financial institutions, boards of directors, and individuals in connection with investigations by the SEC, DOJ, CFTC and others concerning disclosures, accounting and internal controls. Ms. Myrick also represents clients in connection with confidential internal investigations. She advises clients on corporate governance and compliance matters, including the design of policies and procedures to mitigate insider trading and other securities law risks.
Jason Spitalnick is a partner in Snell & Wilmer’s Denver office and a member of the firm’s Litigation, Investigations, and Trials practice group (including the Investigations, Government Enforcement, and White Collar Protection group and the Securities and Shareholder Litigation group). He focuses his practice on securities enforcement defense, white collar defense, internal investigations, and commercial litigation. With extensive public and private sector experience, Jason is a go-to SEC and securities defense attorney in Denver and nationally for clients facing regulatory scrutiny or complex litigation challenges.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, February 10, 2026
- schedule
1:00 p.m. ET/10:00 a.m. PT
I. Evolution of insider trading
II. Current SEC enforcement policy
III. Elements of the claim of insider trading
A. Statutes and official guidance
B. Statute of limitations
C. Potential targets
D. Jurisdiction
E. Extraterritorial reach of insider trading laws
F. Trading while in possession of MNPI
G. Breach of a duty
1. Classical theory: breach by a corporate insider
2. Misappropriation theory: breach by a corporate outsider
3. Shadow trading
4. 10b5-1 plans
H. In exchange for value
I. Knowledge and scienter
IV. Alternative criminal basis of insider trading liability
V. Role of whistleblowers
VI. Damages and consequences of insider trading
VII. Defenses
VIII. Litigation strategies
The panel will review these and other central issues:
- The "Personal Benefit" Standard: Analyzing the evolution from Dirks to Newman and Salman—how close must a relationship be to establish a breach?
- The Rise of "Shadow Trading": Lessons from the Panuwat trial regarding trading in the securities of competitors or peers.
- 10b5-1 Plans Under Fire: Navigating the 2022 amendments, mandatory cooling-off periods, and the "good faith" requirement in the wake of recent convictions.
- Deception Without Duty: Understanding "hack-to-trade" cases where affirmative misrepresentation replaces the need for a fiduciary breach.
- Criminal vs. Civil Enforcement: Comparing Title 15 anti-fraud provisions with Title 18's broader "property" fraud statutes after Blaszczak.
- Litigation Strategies: Effective use of experts and the importance of demonstrating "market connection" in complex trading schemes.
- Compliance Programs: Key issues to consider when designing and maintaining corporate policies to mitigate insider trading risk
Related Courses
U.S. Insider Trading Law: History and Current Status; Rise of Shadow Trading Theory; Litigation Strategies
Tuesday, February 10, 2026
1:00 p.m. ET/10:00 a.m. PT
