Texas Gulf Sulphur at Fifty - A Contemporary and Historical Perspective
18 Pages Posted: 18 Jun 2018 Last revised: 26 Jan 2019
Date Written: 2018
Fifty years ago, the U.S. Court of Appeals for the Second Circuit decided perhaps the most important case under the U.S. securities laws — Securities and Exchange Commission v. Texas Gulf Sulphur. This decision focused on several landmark issues, including insider trading, company disclosure obligations, and the concept of materiality. Although a number of its rulings subsequently were rejected by the U.S. Supreme Court, others remain good law today. Indeed, the significance of Texas Gulf Sulphur’s analysis in large measure is evidenced by its continued vitality in the federal courts and SEC enforcement practice. From a comparative law perspective, Texas Gulf Sulphur also is an important decision. Many of the principles enunciated in that decision today have been adopted by developed securities markets outside of the United States.
Keywords: Securities and Exchange Commission v. Texas Gulf Sulphur, insider trading, U.S. securities laws, insider trades – disclosures, materiality, price impact, secondary trading markets – company liabilities, Securities Exchange Act – Section 16
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