Federal Common Law Governs Insider Duties Under §10(b)

, New York Law Journal


In their Corporate and Securities Litigation column, Sarah S. Gold and Richard L. Spinogatti of Proskauer Rose analyze a recent decision in which the Second Circuit held explicitly for the first time that the duty of corporate insiders to either disclose material non-public information or to abstain from trading is defined by federal common law, not state or foreign fiduciary duty law, and applies to registered and unregistered securities alike.

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