Tag Archives: SEC

Sec Employee Personal Trading Compliance Requirements

One of the main issues impacting compliance officers today is the difficulty of monitoring the personal trading activities of employees in accordance with best practice and industry regulations. Adherence to rules such as SEC Rule 17j-1 and Rule 204A-1 and adoption of the best practices recommended by the SEC can be very time consuming and distracting for any compliance department.
The main requirements of an Investment Adviser under rule 204A-1 and Rule 17j-1 are:
Adoption of Code of Ethics.
Process to monitor employee personal trading
Reporting by all access persons of all holdings within ten days of becoming an access person and at least once within each twelve month period thereafter.
Submission of transaction reports by access persons no later than 30 days after the end of each calendar quarter. The report must cover, at a minimum, all personal trading transactions during the quarter.
Trade Pre-Clearance approval of certain investments. Access persons must obtain approval before they directly or indirectly acquire beneficial ownership in any security in an initial public offering or in a limited offering.

The SEC when amending rule 17j-1 in 2004 also recommended that Investment Advisers adopt the following in their code of ethics.
Prior written approval before access persons can place a personal securities transaction (“pre-clearance”).
Maintenance of Restricted lists e.g. Lists of issuers of securities that the Registered Investment Adviser firm is analyzing or recommending for client transactions, and prohibitions on personal trading in securities of those issuers.
Maintenance of “restricted lists” of issuers about which the Registered Investment Adviser has insider information, and prohibitions on any trading (personal or for clients) in securities of those issuers.
Blackout periods when client securities trades are being placed or recommendations are being made and when access persons are not permitted to place personal securities transactions.
Reminders that investment opportunities must be offered first to clients before the Registered Investment adviser or its employees may act on them, and procedures to implement this principle.
Prohibitions or restrictions on short-swing trading and market timing.
Requirements for employees placing personal trades to trade only through certain brokers, or limitations on the number of brokerage accounts permitted.
Requirements to provide the adviser with duplicate trade confirmations and account statements.
Procedures for assigning new securities analyses to employees whose personal holdings do not present apparent conflicts of interest.

There are many Personal Trading or Compliance Management systems which allow firms to automate this employee personal trading process. These systems vary from systems which capture employee brokerage statements to systems which allow you to provide end to end employee personal trading surveillance.

The Dangers of Insider Trading

An insider is one who has information about a company and makes a trade based on privileged information. This undermines the faith people have in the market and harms investors who do not have access to the same information.

Information is the value of the stock and it is illegal to trade if you have non-public information affecting a stock’s price or value. Insider trading penalizes the general trading public who speculate on trending company information without actual knowledge. For example if you, as an officer of the company, knew that a new product would revolutionize the industry and drive your company’s stock prices up, and you bought up as many shares as you could before the public offering, you would be guilty of insider trading.

Illegal actions come into play when buying or selling a security while in the possession of non-public information or material about the stock or security. This includes trading by those who have a relationship of trust. The SEC has prosecuted insider trading cases against corporate officers, employees and directors who traded the company’ securities after they learned about significant developments. Friends and business associates of these officers and directors have had lawsuits brought against them for information given by those in a position of trust. If you are an employee of a law, banking or brokerage firm who was given company information and you traded on that information, you have just broken the law.

Insider trading destabilizes investor assurance in the integrity and fairness of the securities markets. Agents for the SEC consider discovery and prosecution of insider trading abuses as part of their high enforcement priorities. Investors must be highly conscious of the hazards in trading on tips from employees or officers who know private information about a company. If you are considering trading on inside information, know that this act carries severe civil and criminal penalties. Prison time is an option and fines that might just bankrupt you can be levied.

Insider trading can also be legal. It is legal when corporate officers, directors, shareholders or employees buy and sell stock within their own companies. They do report their trades to the SEC and this information is used to identify companies with high investment potential. The premise: if insiders are buying stock in their own company they must know their company is growing upwards.

You can trade in good confidence using insider tips or information if you can provide proof that the information you received had no bearing on your decision to trade and your trade was made in good faith. However, do be aware that the burden of proof is on your shoulders and could be very difficult to verify. Keep good records of every conversation you have with brokers. Document tips and where they came from and when you received them.

If a regulatory officer contacts your concerning your trades, hire a securities lawyer before you ever speak to regulators. Gather all your records and be ready to justify your insider trades.