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The Scope and Strategic Moves of Insider Trading Regulations
insider trading,Market Reliance Theory,strategies of inside information governance,transactions off market,asymmetric regulations,
|Publication Year :||2010|
The insider trading regime deeply influences the capital market and the industrial growth in Taiwan, but there is no consensus as to the legitimate foundation of insider trading proscription in our theories or practice. This leads to many arguments regarding how to apply the §157–1 of Taiwanese Securities and Exchange Act. Therefore, by the analysis of comparative laws, this thesis proposes “Market Reliance Theory” containing the fraud factor, and hopes to contribute to the legislation, application as well as interpretation of Taiwanese insider trading regime. The Market Reliance Theory asserts that we should distinguish outside or inside information source, and we must define “market integrity” more explicitly to establish the insider’s obligation to disclose inside information before transactions. Furthermore, the Market Reliance Theory also suggests that we should legislate safe harbors for insider trading regime to balance the fairness and the efficiency of transactions on the securities market.
With respect to the strategic moves of corporate inside information governance, this thesis maintains that not merely should the FSC draw up “Disclosure and Transparency Rules” for listing companies, but the competent authority should also take advantages of administrative regulation methods to regulate the gray zone of misusing information in Taiwanese insider trading regime. For instance, we could use “civil penalties” to integrate all the monetary punishments sanctioned on the insiders who abuse the inside information to trade corporate securities. Last but not least, this thesis emphasizes that we should define the scope of insider trading regulations to enhance the predictability of complying with the financial statutes. Concerning the boundary of expanding insider’s category, this thesis confirms that the hostile takeover acquirers are not always the insiders, and the Market Reliance Theory also provides the criteria to judge the tippee’s derivative liability. In respect of adjusting the types of regulated behaviors, this thesis suggests that “insider’s encouraging others to deal” should be regulated after amending the Securities and Exchange Act. As to whether the insider trading regime should be applied off market, we should consider the practicability of “asymmetric regulations”.
|Appears in Collections:||法律學系|
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