On February 18, 2014, in SEC v. Contorinis,1 the Court of Appeals for the Second Circuit affirmed an order requiring Joseph Contorinis to personally disgorge more than $7 million in insider trading profits realized by a fund he co-managed, even though he did not personally receive those profits. In doing so, the court continued its expansive reading of civil liability for insider trading.
The Second Circuit's broad view of civil disgorgement follows an earlier opinion in which the court adopted a similarly expansive view of what is required to establish civil liability for insider trading. In 2012, in SEC v. Obus,2 the Second Circuit held that actual knowledge of a breach of a duty was not required to establish civil liability for either a tipper or a tippee. Rather, a tipper's liability could flow from recklessly disregarding the nature of the confidential or nonpublic information, and a tippee's liability could arise if he had "reason to know"3 that the information may have been disclosed in violation of a duty of confidentiality.
Contorinis will facilitate the SEC's pursuit of large civil recoveries beyond the tippee's personal benefit from any insider trading.
To learn more, read our full client alert.
Footnotes
1.Slip Op., No. 12-1723-cv (Feb. 18, 2014).
2.693 F.3d 276 (2d Cir. 2012). In Obus, the SEC alleged that a tipper revealed information to his friend who worked for a hedge fund, who in turn relayed that information to his boss, who traded based on the information.
3.Obus, 693 F.3d at 289.
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Morrison & Foerster LLP. All rights reserved
We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.