Tuesday, November 18, 2008

Mark Cuban of mamma.com fame, NOT GUILTY!?

Mark Cuban of mamma.com charged with insider trading

**move over Martha Stewart, you have been one-up'd.
-but WAIT there's more! Hang on those of you crying "Guilty, Guilty!", there is some pretty legit arguments for his lawyers to win this trial on his defense-
Get a load of this argument by an unknown poster on marketwatch.com-it's quite an interesting bit of reasoning.

"...Since Mark owned less than 10% of the company shares (6%) he was not and is not considered an "insider" and is therefore not required to disclose any information on his trading of shares to the SEC. Moreover, he owned no duty of fiduciary responsibility to the company as he was not an employee of the company nor had any access to company information other than that which was voluntarily disclosed to him by the company. S.E.C. regulation FD ("Full Disclosure") requires that if a company intentionally discloses material non-public information to one person, it must simultaneously disclose that information to the public at large. If the company failed to disclose the PIPE offering to the public on or about the same time that they disclosed this information (which allegedly constitutes the basis for insider trading) to Mark, then the company is in breach of its duties, not Mark. Commenter Jeff made this key point at http://www.businessassociationsblog.com/lawandbusiness/comments/ the_insider_trading_charges_against_mark_cuban/ where there is full analysis of this issue by Professor Bainbridge along with some other insightful comments: "Regulation FD prohibits the company from making selective disclosure to shareholders unless those shareholders expressly agree to hold the information in confidence. Merely saying that the information is confidential doesn’t cut it..."

For the main Article:


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