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

Trendingnow

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there

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

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

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

Digital sovereignty isn’t the same thing as digital isolation. Asia’s governments should be careful
Commentarydata sovereignty
Digital sovereignty isn’t the same thing as digital isolation. Asia’s governments should be careful
By Leonard LimJune 10, 2026
3 hours ago
The curse of Trump watching sports in person: the home team seems to always lose
Arts & EntertainmentDonald Trump
The curse of Trump watching sports in person: the home team seems to always lose
By The Associated Press and Will WeissertJune 10, 2026
4 hours ago
Microsoft co-founder Bill Gates (C) arrives for a closed-door interview with the House Oversight Committee on Capitol Hill in Washington, DC, on June 10, 2026.
LawBill Gates
Gates testifies on Epstein: previous Fortune investigation reveals payments to his ex-girlfriend, $1M Microsoft deal
By Eva Roytburg, Joey Cappelletti, Hannah Schoenbaum and The Associated PressJune 10, 2026
4 hours ago
How the World Cup is a high-stakes stage for Big Tech’s AI push
NewslettersCIO Intelligence
How the World Cup is a high-stakes stage for Big Tech’s AI push
By John KellJune 10, 2026
5 hours ago
‘I love the inflation’: Trump is ‘not concerned’ about inflation hitting 4% for the first time since 2023. ‘The numbers were great’
EconomyDonald Trump
‘I love the inflation’: Trump is ‘not concerned’ about inflation hitting 4% for the first time since 2023. ‘The numbers were great’
By The Associated Press and Christopher RugaberJune 10, 2026
6 hours ago
A man guides a ship in the water.
EnergyOil
Analysts expected oil to surge above $200 but China has quietly kept prices half of that—and can’t for much longer
By Sasha RogelbergJune 10, 2026
6 hours ago

Most Popular

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
Asia
Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
By Kate O'Keeffe and BloombergJune 8, 2026
2 days ago
'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032
Economy
'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032
By Nick LichtenbergJune 9, 2026
1 day ago
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
Success
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
By Preston ForeJune 8, 2026
2 days ago
Current price of oil as of June 9, 2026
Personal Finance
Current price of oil as of June 9, 2026
By Joseph HostetlerJune 9, 2026
1 day ago
Wall Street dumped nearly $1 trillion in tech stocks by midday—then clawed it back and bought peanut butter and paint
Investing
Wall Street dumped nearly $1 trillion in tech stocks by midday—then clawed it back and bought peanut butter and paint
By Eva RoytburgJune 9, 2026
1 day ago
A ‘MAGA Warrior’ Texas ag chief is publicly blasting the USDA over a flesh-eating pest threatening America's beef supply
North America
A ‘MAGA Warrior’ Texas ag chief is publicly blasting the USDA over a flesh-eating pest threatening America's beef supply
By Marco Quiroz-GutierrezJune 10, 2026
15 hours 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.