Does material nonpublic information cover knowledge of unannounced products?
"There's the question whether knowledge about unannounced products is actually ""material"" if everyone (the public) knows that something new will be released. If you work at Apple on the development of the iPhone 8, that's not material. If you worked at Apple and you knew that they stopped developing new phones, that would be very, very, very material information.  The important thing as far as the stock market is concerned is what sales look like, and that's not something you know as a product developer." "So is knowledge of unannounced products simply not considered material nonpublic information? Well ""material"" is relative but it certainly is nonpublic information.  And trading based on that information would likely be considered illegal if it is actually material.   Many companies require that employees with material non-public info get stock trades approved by their legal department.  This protects not only the employee but the employer from SEC scrutiny.  If the legal department determines that the employee has non-public info that is the genesis of the stock trade, they might deny the request. In many cases these employees receive stock through ESPP, ISO and/or RSUs and often sell while in possession of information about unannounced products. Just receiving stock as part of as part of a compensation program would not be illegal, provided it was part of a normal compensation package and not deliberately awarded in advance of these types of events. Selling or outright buying stock (including RSUs) with that kind of information would certainly be scrutinized.  An employee is granted RSUs, they vest 7 months before announcement of a new product. The employee knows the exact specifications of the product. If they sell the vested stock before the announcement would this constitute insider trading or not? Why? The law is not meant to prevent people from investing in their own company just because they know future plans.  So knowledge of an announcement 7 months out may not be considered material.  If, however, you sold stock the day (or a week) before some announcement that caused the stock to fall, then that would probably be scrutinized.  Or, if you traded shortly before an announcement of a new, revolutionary product that was set to be released in seven months, and the stock rose, then you might be scrutinized. So there is a lot of gray area, but remember that the spirit of the law is to prevent people from benefiting unfairly with non-public information.  It would be hard to prove that gaining on a stock trade 7 months before a product announcement would be considered ""unfair gain"".  A lot can happen in that time."
I am a flight attendant on a private jet and I hear a bank CEO   discussing a merger or a buyout. I proceed to purchase that stock   before the announcement. The CEO did not tell me to buy it, I just   overheard him. If you are a flight attendant on a private jet that is operated by one of the principals, probably including a bank, attorney, consultant, broker, etc., in the merger or buyout, then you probably have a fiduciary duty to safeguard the information and are prohibited from trading. Please see: http://www.kiplinger.com/article/investing/T052-C008-S001-would-you-be-guilty-of-insider-trading.html You’re a janitor at a major company. You hear members of the company’s   board convening outside the room you’re cleaning and decide to hide in   the closet. The board okays a deal to sell the company for a fat   premium to the current share price. You load up on the shares. Illegal   insider trading? Definitely. This is not a public place, and “you’d be in a position to   understand that confidential information was being disclosed, which   changes the calculus,” says Andrew Stoltmann, a Chicago-based   securities lawyer. Also see: http://meyersandheim.com/how-to-win-an-insider-trading-case/ However, between these two extremes of a bystander with no duty to the   corporation and a corporate officer with a clear duty to the   corporation stood a whole group of people such as printers, lawyers   and others who were involved in non-public transactions that did not   necessarily have a duty to the company whose securities they traded.   To address this group of people the courts developed the   misappropriation theory. The misappropriation theory covers people who   posses inside information and who are prohibited from trading on such   information because they owe a duty to a third party and not the   corporation whose securities are traded. Yours is the perfect example. You owe a duty to your employer to operate in its best interests. As for the broader, more common example, where you overhear information in an elevator, restaurant, in line at the coffee shop, etc., trading on such information was found not to be insider trading in SEC v. Switzer: http://law.justia.com/cases/federal/district-courts/FSupp/590/756/2247092/  In this case, Mr. Switzer overheard information at a track meet and traded on it with profits. The court found:  The information was inadvertently overheard by Switzer at the track meet. Rule 10b-5 does not bar trading on the basis of information inadvertently revealed by an insider. On the basis of the above findings of fact and conclusions of law, the   court orders judgment in favor of defendants. "It appears as others have said that companies are not required to state this on as any sort of Asset. I remembered a friend of mine is a lawyer specializing in Intellectual Property Rights so asked him and confirmed that there's no document companies are required to file which states all patent holdings as assets. There are two ways he suggested for finding out. Once you find a company you're interested in can search patents by company using one of the two following: US Patent Office website's advanced search: http://patft.uspto.gov/netahtml/PTO/search-adv.htm aanm/company for example entering into the textarea, ""aanm/google"" without the quotation marks will find patents by Google. The other is a Google Patent Search: http://www.google.com/patents/" "I believe transparency when it comes to our food is important. So far the laws have always favored the industry, going so far as to suspend first amendment rights when it comes to ""Disparaging food products."" The profits of large agricultural companies shouldn't silence all dissent, reporting and discussion.  They should absolutely have the right to use and sell pink slime, and we deserve the right to know that the're hiding it in our food." "Marketing, namely advertising (Facebook, Google ads, maybe magazines, etc.) Despite all the nice words about ""healthy, green, and socially responsible"", the business of this company (and many, many similar ones) is not ""providing information"". It's affiliate marketing - getting people to click through to retail sites and buy stuff, on which the company earns commissions (often they also get paid for registrations). In a very real sense, their product is customers. They sell paying customers to the retail sites, and before that, they basically have to buy ""raw customers"" through advertising. The times when you could rely on getting enough people to visit your website for free are largely over - there is too much competition for peoples' attention. They can only be profitable if they can get the raw customers cheap enough, and can convert enough of them to paying customers.  And this is really how it's talked about internally, in what is by now a highly organized industry: key performance measures are CPC (how much does it cost to get someone to come to your website), conversion rate (what percentage of visitors register) and ARPU (average revenue per user)." "Secret formulas are legal, ""privileged information"" is not. And that may be the whole point. People are allowed to trade stocks profitably if doing so results only from their skill. A ""secret formula"" (for evaluating information) is part of that skill. But having ""privileged information"" is not considered skill. It is considered an unfair, illegal advantage. Because company officials (and others) with privileged information are 1) not permitted to trade stocks while that information is privileged and 2) are not allowed to share that information with others. Inevitably, some do one or the other, which is why they are prosecuted. ""Raj"" took the process to new highs (or lows). He not only ""dealt"" in privileged information, he PAID for it. Anything from a new car or house to $500,000 a year in cash. In essence, he had a bunch of strategically placed ""spies"" inside or close to corporations including one on the board of Goldman Sachs, ""selling out"" their companies, and thereby practicing a form of corporate ""treason.""" "This is several questions wrapped together: How can I diplomatically see the company's financial information? How strong a claim does a stockholder or warrantholder have to see the company's financials? What information do I need to know about the company financials before deciding to buy in? I'll start with the easier second question (which is quasi implicit).  Stockholders typically have inspection rights.  For example, Delaware General Corporate Law § 220 gives stockholders the right to inspect and copy company financial information, subject to certain restrictions. Check the laws and corporate code of your company's state of incorporation to find the specific inspection right.  If it is an LLC or partnership, then the operating agreement usually controls and there may be no inspection rights.  If you have no corporate stock, then of course you have no statutory inspection rights.  My (admittedly incomplete) understanding is that warrantholders generally have no inspection rights unless somehow contracted for.  So if you vest as a corporate stockholder, it'll be your right to see the financials—which may make even a small purchase valuable to you as a continuing employee with the right to see the financials.  Until then, this is probably a courtesy and not their obligation. The first question is not easy to answer, except to say that it's variable and highly personal for small companies.  Some people interpret it as prying or accusatory, the implication being that the founders are either hiding something or that you need to examine really closely the mouth of their beautiful gift horse.  Other people may be much cooler about the question, understanding that small companies are risky and you're being methodical.  And in some smaller companies, they may believe giving you the expenses could make office life awkward. If you approach it professionally, directly, and briefly (do not over-explain yourself) with the responsible accountant or HR person (if any), then I imagine it should not be a problem for them to give some information.  Conversely, you may feel comfortable enough to review a high-level summary sheet with a founder, or to find some other way of tactfully reviewing the right information. In any case, I would keep the request vague, simple, and direct, and see what information they show you.  If your request is too specific, then you risk pushing them to show information A, which they refuse to do, but a vague request would've prompted them to show you information B.  A too-specific request might get you information X when a vague request could have garnered XYZ.  Vague requests are also less aggressive and may raise fewer objections. The third question is difficult to say.  My personal understanding is some perspective of how venture capitalists look at the investment opportunity (you didn't say how new this startup is or what series/stage they are on, so I'll try to stay vague). The actual financials are less relevant for startups than they are for other investments because the situation will definitely change.  Most venture capital firms like to look at the burn rate or amount of cash spent, usually at a monthly rate.  A high burn rate relative to infusions of cash suggests the company is growing rapidly but may have a risk of toppling (i.e. failing before exit).  Burn rate can change drastically during the early life of the startup.  Of course burn rate needs the context of revenues and reserves (and latest valuation is helpful as a benchmark, but you may be able to calculate that from the restricted share offer made to you).  High burn rate might not be bad, if the company is booming along towards a successful exit. You might also want to look at some sort of business plan or info sheet, rather than financials alone.  You want to gauge the size of the market (most startups like to claim 9- or 10-figure markets, so even a few percentage points of market share will hit revenue into the 8-figures).  You'll also have to have a sense for the business plan and model and whether it's a good investment or a ridiculous rehash (""it's Twitter for dogs meets Match.com for Russian Orthodox singles!"").  In other words, appraise it like an investor or VC and figure out whether it's a prospect for decent return.  Typical things like competition, customer acquisition costs, manufacturing costs are relevant depending on the type of business activity. Of course, I wouldn't ignore psychology (note that economists and finance people don't generally condone the following sort of emotional thinking).  If you don't invest in the company and it goes big, you'll kick yourself.  If it goes really big, other people will either assume you are rich or feel sad for you if you say you didn't get rich.  If you invest but lose money, it may not be so painful as not investing and losing out the opportunity.  So if you consider the emotional aspect of personal finance, it may be wise to invest at least a little, and hedge against ""woulda-shoulda"" syndrome.  That's more like emotional advice than hard-nosed financial advice. So much of the answer really depends on your particular circumstances.  Obviously you have other considerations like whether you can afford the investment, which will be on you to decide.  And of course, the § 83(b) election is almost always recommended in these situations (which seems to be what you are saying) to convert ordinary income into capital gain.  You may also need cash to pay any up-front taxes on the § 83(b) equity, depending on your circumstances." I don't think so, but:  - It depends on the product, some products are simple (Vodka) others have plenty of restrictions (Plutonium). So without you naming what your product is nobody can help you. - Regulation differ for each country. Greece and Italy are different countries.  For most products you pay some import duty, the applicable VAT and some customs fees and all is well. Technically yes, but getting investigated also depends on the connection that can be established. If you learned something from information obtained at work or by affiliation (family/friend), you probably can't trade. If you (hypothetically) stumbled across information perhaps by eavesdropping or peeking on some stranger's conversation, it'd be hard to find the connection unless you went and told people how you came about it. Work on your own site is certainly not relevant here, that's just a part of your trade, not a service you provided to yourself. The business received the benefit of that work, not you. Suppose your business sold televisions. If you took a TV from stock for your own lounge, that would be included in this box because you have effectively paid yourself with a TV rather than cash. If you take a TV from stock to use as a demo model, that's part of your trade and not goods you have taken out of the business for your own use. For services provided to your dad it's less clear. As Skaty said, it depends whether it's your business providing the service, or you personally. If you gave your dad a free TV then it would be clear that you have effectively paid yourself with another TV and then given it to your dad as a gift. With services it's less clear whether you're receiving services from the business for free. You might consider how it would be treated by your employer if you weren't self-employed. If you were just applying your skills to help your dad in your free time, your employer wouldn't care. If you used your employer's equipment or facilities, or hosted his site on a server that your employer pays for, your employer would be more likely to discipline you for effectively stealing services from them, as they would if you took a TV from their warehouse for him. I can't tell you it came about in this particular case because I don't believe it is yet in the public domain, but this information will be included in the joint circular. I will, however, say that there are lots of ways these things can proceed. It's almost nice, in that it doesn't draw negative attention to an organization for being a spammer. If the org can figure out how they got on the list, resolve the issue, and get back to good standing, then we can all move on civilly. There might even be a legal reason why the list isn't public. Libel? "These people are pretty off. Insider trading cases, outside of a tender offer context, require some sort of a breach of duty. It's not simply ""non-public material information"". You have to trade securities in interstate, based on or while in possession of the material non-public information, and in doing so is a breach of duty owed to the company or to the information source.  Now simply saying ""personal info"" about an executive does not tell me much about its materiality. So assuming it passes the materiality test, and assuming you yourself aren't a corporate insider, then the only thing left to discuss is whether or not it is misappropriation. To be misappropriation you need to be breaching some duty owed to your information source. Now this isn't just principal-agent duty, this can extend to friends and family if there is a pattern of keeping confidences. So unless you're this guys brother or doctor there really isn't a strong claim against you." While the article correctly points out that 90% is done in store, I would be more interested to see how this breaks down by category. Things like groceries and clothing are notoriously difficult to showcase and browse online.   If I had a guess there are wild swings in % share for things like electronics. To be flippant: it is illegal because it is against the law; there is no considered involved, it just is. To elaborate, part of the illusion of the stock exchange and other market-like entities is that of (apparent) fairness. If I think a stock will go up because it is involved in a growing industry, that is generally public information.  Conversely if I have a dim view of a particular company because of its track record of product launches, that is similarly out in the open. A secret formula is something that I invented or discovered, not (presumably) something that I stole from someone else. To stretch that further: If I notice that Company X stock always moves with Company Y stock, that is indeed something that I have found, that I can try to profit from.  It is secret to me, but not particularly dependent upon information not available to others, just that my interpretation is better. So trading on information in the public domain is fine, as it preserves the principal of fairness I mentioned, whereas inside knowledge breaks that principal. "Companies absolutely know who ALL their shareholders are. Ownership is filed on Form 3/4 and in 10-Q/Ks. Look there.  Guidelines for required disclosure are as follows: 1) Individuals must disclose when their ownership exceeds 5%; 2) Non-individual legal entities (read: companies; e.g. a hedge fund) must disclose when their ownership exceeds 10% (Form 13-F); and 3) All Officers and Directors Notice the word ""required."" For example, a entity (individual/company) may file ""confidentiality letter"" (which allows them to delay disclosing ownership) with the SEC as they are building a position.  So at any given point in time the information that is publicaly available may not be ""up-to-date."" And in all cases beneficial owner(ship)."