• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

Who is an insider, anyway?

By
Nin-Hai Tseng
Nin-Hai Tseng
Down Arrow Button Icon
By
Nin-Hai Tseng
Nin-Hai Tseng
Down Arrow Button Icon
December 1, 2010, 5:09 PM ET
Add Fortune on Google for similar content.

Potentially hundreds of people may be privy to a major corporate merger before the deal is consummated. How do you know when you might be considered an insider?

As federal investigations into dozens of financial firms move forward, a spotlight is shining on the gray area of the legalities of insider trading. Probes are focused on a wide swath of the financial market — from research firms and banks like Goldman Sachs (GS) to relatively under-regulated hedge funds such as SAC Capital to mutual funds like Janus (JNS) — over issues as arguably wide and vague around the sharing of proprietary information.

The SEC defines illegal insider trading generally as the buying or selling of stocks and other securities while in possession of “material, nonpublic information” about the security. Such information would give one party an unfair advantage over other market players.

But who exactly is an “insider?” And generally when does illegal insider trading arise? The questions aren’t easy to answer, especially as the Internet age has flooded even mid-to-lower-level corporate employees with potentially sensitive information about deals poised to move markets. And as Eleanor Bloxham, CEO of the board advisory firm, The Value Alliance and Corporate Governance Alliance, pointed on Fortune.com this week, providing inside information “is like spreading a virus” — you can catch it almost anywhere and many would probably want to do without it.

Here’s a look at potential insiders and scenarios that might typically raise a red flag for illegal insider trading.

Mid-to-lower-level employees

Insider-trading prosecutions often go after high-level executives, bankers and lawyers who help put together big business deals. But even lower-level employees from office secretaries to public relations executives have been named defendants in insider trading cases. And it’s easy to see how, as even the office secretary could get copied on e-mails of a potential merger or acquisition deal.

Many corporations have a “quiet period” before and after quarterly earnings are reported during which employees cannot trade in their employers’ shares. But those policies don’t always act as a deterrent. Even the most unlikely suspects, such as railroad yard workers, who seem very far removed from high-level business negotiations, have been accused of insider trading.

In September, the SEC accused two employees who worked in the railyard of Florida East Coast Industries and their relatives of profiting from a trade on inside information about the takeover of the company. The mechanical engineer and trainman both worked in the Bowden Rail Yard in Jacksonville, Fla., and it appears they had a hunch that some kind of big business deal was up after noticing that “there were an unusual number of daytime tours” with “people dressed in business attire,” according the SEC. The two men and their family members bought thousands of dollars of call options on the company’s shares (Florida East Coast Railway was a wholly-owned subsidiary of Florida East Coast Industries). In May 2007, when Fortress Investment Group (FIG) acquired Florida East Coast Industries, the men and their families profited more than $1 million. As employees, they were subject to a code of conduct that prohibited them from trading in FECI stock if they knew about significant non-public information about the company, according to the SEC.

Corporate executives

If there’s such a thing as a typical insider, this is it. No one has more intimate information about pending deals of their own companies than high-level executives and board members. They help put virtually all big deals together with the help of attorneys, bankers and consultants and they get regular briefings over how projects are doing, from its time line to its costs. But leaking non-public material information outside could land executives behind bars.

This was the case in 2003 case when former ImClone Systems (IMCL) employee told the hedge fund’s founder, Raj Rajaratnam, about details of pending deals. The employee pleaded guilty earlier this year.

Lawyers, bankers and consultants

This is another group of obvious insiders. Putting together a leveraged buyout or some other large-scale deal takes a team of experts. From the lawyer who drafts and helps negotiate the terms of a deal to the banker who analyzes its value to the consultant who offers industry insight, at some point these individuals hear and see intimate details of a deal.

Ordinarily insider trading takes place when the confidential information shared is material – that is, relevant enough to give certain groups a significant advantage over others. But while many legal experts use that as a rule of thumb, it’s almost anyone’s guess what is significant enough to put some at a bigger advantage than others.

As federal investigators reel in insider trading on Wall Street, the practice looks to be something hard to enforce.

Also on Fortune.com:

Now we’re talking turkey: Insider trading arrests begin

Insider trading probe touches Janus

How expert networks came to dominate Wall street

About the Author
By Nin-Hai Tseng
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in

The 6 Best Exercise Bikes of 2026: Fitness Expert Reviewed
HealthDietary Supplements
The 6 Best Exercise Bikes of 2026: Fitness Expert Reviewed
By Christina SnyderJuly 1, 2026
2 hours ago
Mark Zandi, Moody's chief economist.
EconomyU.S. economy
‘It’s fair to ask whether it was worth it’: The Iran war has cost Americans $1,000 per household—and that’s a conservative estimate, Mark Zandi says
By Tristan BoveJuly 1, 2026
5 hours ago
Melania Trump NFT earnings surge 28x in 2025 as first lady rakes in nearly $17 million in total earnings, filing shows
PoliticsDonald Trump
Melania Trump NFT earnings surge 28x in 2025 as first lady rakes in nearly $17 million in total earnings, filing shows
By Mia OsmonbekovJuly 1, 2026
5 hours ago
Donald Trump sits at his desk in the Oval Office, smiling and with his hands folded in front of him.
PoliticsDonald Trump
Trump got a $78K pension from the Screen Actors Guild in 2025 because he appeared in Home Alone 2 in 1992
By Sasha RogelbergJuly 1, 2026
6 hours ago
How foodservice giant Sodexo is embracing AI and robotics to reshape the kitchen
NewslettersCIO Intelligence
How foodservice giant Sodexo is embracing AI and robotics to reshape the kitchen
By John KellJuly 1, 2026
6 hours ago
Anthropic CEO Dario Amodei
AIAnthropic
Anthropic’s AI models are back online after a two-week government standoff—settling the company and administration into a fragile truce
By Tristan BoveJuly 1, 2026
7 hours ago

Most Popular

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
Success
MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
By Sydney LakeJune 25, 2026
7 days ago
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
Big Tech
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
By Marco Quiroz-GutierrezJuly 1, 2026
16 hours ago
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
Success
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
By Preston ForeJune 27, 2026
5 days ago
The Supreme Court's birthright citizenship ruling hands the U.S. economy a $7.7 trillion win
Newsletters
The Supreme Court's birthright citizenship ruling hands the U.S. economy a $7.7 trillion win
By Diane BradyJuly 1, 2026
14 hours ago
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
Success
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
By Sydney LakeJune 29, 2026
2 days ago
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
Commentary
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
By Marc AndersenJune 30, 2026
1 day ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.