Insider trading in another company?
"This information is clearly ""material"" (large impact) and ""non-public"" according to the statement of the problem.  Also, decisions like United States v. Carpenter make it clear that you do not need to be a member of the company to do illegal insider trading on its stock. Importantly though, stackexchange is not a place for legal advice and this answer should not be construed as such.  Legal/compliance at Company A would be a good place to start asking questions."
Whether or not you want to abstain or throw away the proxy, one reason it's important to at least read the circular is to find out if any of the proposals deal with increasing the company's common stock.  When this happens, it can dilute your shares and have an effect on your ownership percentage in the company and shareholder voting control. "I think you need to realize that regardless of whether they are ""shady"" or not, owners/founders are by and large in it for themselves. You as an employee as just a resource - why should they divulge their finances to you? You won't offend them if you pry and ask for it, but they simply are not going to give you the straight up. They will give you a bare minimum or some song and dance that beats around the bush without actually telling you what you need to know. In regards to whether you should buy the restricted shares: why not? Startups are a gamble anyway. So simply decide how much you're willing to gamble, and spend that much buying some shares. I mean, you're already taking the gamble by accepting a lower salary in exchange for equity which, in all likelihood, will never be worth anything anyway." "Here is one ""other consideration"": don't, don't, don't sell based on insider information. Insider trading can land you in jail. And it's not restricted to top executives. Even overhearing a discussion about the current status of the acquisition talks can mean that you have insider information that you legally cannot act on in many jurisdictions. If you are just a regular employee, the SEC will likely not subject your dealings to special scrutiny, especially since lots of your colleagues will likely trade your company's shares at this point in time. And if you definitely hold insider info (for example, if you are intimately involved with the acquisition talks), you will likely have had a very serious warning about insider trading and know what you can and what you cannot do. Nevertheless, it's better to be careful here." I suggest you contact head of the company your are interested in, ask if he or she owns a controlling interest. If so offer to buy him out. Shares are partial ownership of the company. A company can issue (not create) more of the shares it owns at any time, to anyone, at any price -- subject to antitrust and similar regulations. If they wanted to, for example, flat-out give 10% of their retained interest to charity, they could do so. It shouldn't substantially affect the stock's trading for others unless there's a completely irrational demand for shares. The 10-K language is very specific. And as someone that has worked w/ securities attorneys to write these things, I know it is worded like that for a reason. Regardless, to have that risk factor in there and not disclose executives leaving is really shoddy disclosure. You won't be able to know the trading activity in a timely, actionable method in most cases. The exception is if the investor (individual, fund, holding company, non-profit foundation, etc) is a large shareholder of a specific company and therefore required to file their intentions to buy or sell with the SEC. The threshold for this is usually if they own 5% or greater of the outstanding shares. You can, however, get a sense of the holdings for some of the entities you mention with some sleuthing. Publicly-Traded Holding Companies Since you mention Warren Buffett, Berkshire Hathaway is an example of this. Publicly traded companies (that are traded on a US-based exchange) have to file numerous reports with the SEC. Of these, you should review their Annual Report and monitor all filings on the SEC's website. Here's the link to the Berkshire Hathaway profile. Private Foundations Harvard and Yale have private, non-profit foundations. The first place to look would be at the Form 990 filings each is required to file with the IRS. Two sources for these filings are GuideStar.org and the FoundationCenter.org. Keep in mind that if the private foundation is a large enough shareholder in a specific company, they, too, will be required to file their intentions to buy or sell shares in that company. Private Individuals Unless the individual publicly releases their current holdings, the only insight you may get is what they say publicly or have to disclose — again, if they are a major shareholder. Is there any precedent for companies trading on their own insider information for the benefit of stockholders?  Said another way, if a company were to enter a new market where they were very confident of their ability to steamroll a public competitor, could they use a wholly-owned special-purpose investment vehicle to short that competitor in order to juice the benefit of that move? Calling insider trading theft is a pretty big stretch. I think it should remain illegal as it's not great for markets and undermines investor faith, if the people that bought stock from this guy wanted the stock they would have gotten it anyways. No chance. First off, unless the company provides audited financials (and they don't from what I can tell), there is no way I'm tinkering with a bunch of small business owners. Transparency is a substantial part of investing and this actually exempts or excludes these companies, from what I can tell. "How on earth can you possibly know what is going on in individual company X?  The sole exception is if it is your own company. The stock markets of the world are in fact a nest of sharks.  The big sharks essentially make money out of the little sharks.  Some little sharks manage not to be eaten, and grow bigger.  Good luck with that. ""Insider trading"" is, when found out, a crime these days.  But ""insider knowledge"", ""insider hints"", ""knowledge of market sentiment"" and indeed just rumours about a given company are the kinds of things you won't particularly get to hear of in the fog of disinformation, and don't particularly want to waste your time with for a very uncertain loss or gain at the end of the year. The thing I find annoying about mutual funds is that they can be very stupid, and I speculate that it may be the consequence of the marketing on the one hand, and the commission structure on the other.  I started cashing in my funds in late 2007, following the collapse of Northern Rock here in the UK.  The ""2008"" crisis was in fact the slowest economic car crash in history. But very very few mutual funds saw, or seemed to see, the way the wind was blowing, and switch massively to cash. If the punters had the courage to hang on, of course, mostly stocks bounced back in 2009 and 2010.  Moral: remember you can cash your stuff in any time you want." 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. "No.  And furthermore, canceling based on insider information is not considered insider trading. SEC Interpretation from October of 2000: (a) Does the act of terminating a plan while aware of material nonpublic information result in liability under Section 10(b) and Rule 10b-5? No. Section 10(b) and Rule 10b-5 apply ""in connection with the purchase or sale of any security."" Thus, a purchase or sale of a security must be present for liability to attach. See Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 (1975). [link mine] A 10b5-2 is a rule in the SEC's section in federal law that governs trading on ""material nonpublic information."" Fried (2002) even concluded that: The SEC's safe harbour permitting insiders to buy or sell shares pursuant to prearranged trading plans while in possession of material nonpublic information and to cancel the plans while aware of material nonpublic information enables insiders to profit from their access to such information.  The SEC could easily eliminate insider's advantages over public shareholders by not allowing insiders to cancel their plans after becoming aware of material nonpublic information." "I'm surprised at the tone of the answers to this question! Trading with insider information is corruption and encourages fraud. As in many areas, there's an ethical line where behavior the gap between ""ok"" and ""illegal"" or unethical is thin. The classic local government insider information example is when the local councilman finds out that a highway exit is being constructed in an area that consists mostly of farmland. Knowing this, he buys out the farmers at what they think is a premium, and turns around for 10x profit a few months later. In that context, do you think that the councilman acting on that insider information is committing a crime or ethical lapse? Most people say yes.  Even in this case, the line is thin. If the same councilman has his finger on the pulse of growth patterns in the area, and realizes that the terrain makes a certain area a prime candiate for a highway and exit, buying up land would not be criminal -- but it would be risky as it creates a perception that he is abusing his position." I sold my Microsoft stock when they appointed him CEO (It was like $1000 worth.. nothing wild) because they hired an insider. I thought they needed an outsider.   It's up like 200% since he was hired... turns out he was an outsider all along..