Seeking an Objective for Regulating Insider Trading Through Texas Gulf Sulphur

26 Pages Posted: 18 Jun 2018  

James D. Cox

Duke University School of Law

Date Written: June 12, 2018

Abstract

Data summarized in the opening of this article document that inside trading is a growth industry. And, as deals get ever bigger, the growth curve becomes steeper as more the data confirms intuition that the more who know about a good thing the more who will seek to harvest its benefits. Even though insider trading appears to have thrived during the fifty years after Texas Gulf Sulphur, we gather in this symposium to celebrate the decision. But why? As developed below, the Second Circuit’s landmark decision gave way to the Supreme Court’s erection of a fiduciary framework that this article reasons is unhelpful. Little remains of Texas Gulf Sulphur. This article seeks to explain why the decision remains important. It counsels that insight to why and how to regulate insider trading lies in closely considering Texas Gulf Sulphur, whose rich facts but opaque reasoning in combination enable it to endure as a guidepost by which to locate at least two mutually supportive rationales, developed here, for regulating insider trading.

Suggested Citation

Cox, James D., Seeking an Objective for Regulating Insider Trading Through Texas Gulf Sulphur (June 12, 2018). Duke Law School Public Law & Legal Theory Series No. 2018-47. Available at SSRN: https://ssrn.com/abstract=3194542 or http://dx.doi.org/10.2139/ssrn.3194542

James D. Cox (Contact Author)

Duke University School of Law ( email )

210 Science Drive
Box 90362
Durham, NC 27708
United States
919-613-7056 (Phone)
919-613-7231 (Fax)

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