A Study on the Element of Materiality and Criminal Acts for Insider Trading - Focusing on Taiwanese Cases

• Main Authors: Ying-ChiehHu, 胡映潔
• Other Authors: Chun-Jen Chen
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/w69gu4

碩士 === 國立成功大學 === 法律學系 === 106 === SUMMARY Insider trading always relates to a high amount of money which will unbalance the securities market. People who can get the information in advance will use the information to get profit. That’s why insider trading needs to be prohibited. However, there are too many kinds of material information which can not be listed in detail. When there are mergers and acquisitions (M＆A) and material information in a firm, insiders can benefit from using the information if they buy the stock. Business cases are unpredictable which makes the courts figure out the materialty harder. That is, materiality can not be ruled by a clear line. If we draw a clear line on materiality, it might give people who has bad intention a chance to manipulate the market and get profit. It is vital to find the boundary of material information and whether its disclosure meets the requirement. The elements of crime of insider trading law are debatable on possession-standard theory and use-standard theory, market integrity theory and fiduciary duty theory. In Taiwan, Article 157-1 of Securities and Exchange Act was enacted by reference to the U.S. precedents under Rule 10b-5. However, Taiwanese law system is still different from the U.S. In this thesis, it starts from introducing insider trading of the U.S. regime and also try to find out the differences between Taiwan and the U.S. Then, try to figure out the boundary of the timing of materiality after comparing the regime of Taiwan, the U.S. and the EU. Finally, this thesis tried to analyze the timing of materiality based on Taiwanese cases and made a brief conclusion and suggestion of Article 157-1 of Securities Exchange Law.