Asked in Securities Law for New York

Q: A company disclosed material non-public information in a closed invite only industry conference. Does it make it public?

The company disclosed a slide that was released 2 months after and also heavily inclined about in an investor conference 2 weeks after. Does trading on the expectation of the release of something described in the slide is legal in this time period?

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2 Lawyer Answers
Kevin Abessi
Kevin Abessi
PREMIUM
Answered
  • Franklin Lakes, NJ
  • Licensed in New York

A: The SEC may deem this "selective" or "privileged" disclosure, which would fall under the umbrella of insider trading. The concern here is the fact that it's an invite-only event, and SEC rules tend to distinguish between open settings and those to which "the little guy" may not have access. Company best practices in this situation may entail releasing any material information concurrent with, if not before the start of this event.

While I would want more context concerning your question, given what I know, the information on the slide in question is nonpublic, and if it's material, then you shouldn't attempt to profit from it.

Robert W. Pearce
Robert W. Pearce
PREMIUM
Answered
  • Securities Law Lawyer
  • Boca Raton, FL
  • Licensed in New York

A: The answer depends on your relationship with the company and purpose of the disclosure. If your relationship is construed to be of a "fiduciary" nature and the information was shared in furtherance of that relationship then any trading based upon that information is likely to be "insider trading."

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