On Tuesday, The United States Supreme Court unanimously affirmed an insider trading conviction by finding that inside information exchanged between relatives violates federal security laws. The case is Salman v. United States.
The decision provides new life to family insider trading prosecutions which had been stymied by the Second Circuit’s 2014 Newman decision. Newman held that, in order to convict a tipster of insider trading, the tipster had to have provided the information exchanged for some type of personal benefit.
Bassam Salman traded on information he received from his future brother-in-law Michael Kara who had received the information from his own brother Maher Kara, a member of Citigroup’s healthcare investment banking group. Salman used the information to make more than $1.5 million dollars in profits in trades concerning acquisitions of biomedical companies involving Citigroup clients. Salman received a three-year sentence.
The question presented to the Supreme Court was whether the government had to prove that the Citigroup tipper Maher disclosed the inside information in exchange for a personal benefit. Salman had relied on the 2nd Circuit decision in Newman to challenge his conviction.
Justice Samuel A. Alito, writing for the Court, made short work of Salman’s position.
“Maher would have breached his duty had he personally traded on the information here himself then given the proceeds as a gift to his brother,” Justice Alito wrote. “It is obvious that Maher would personally benefit in that situation. But Maher effectively achieved the same result by disclosing the information to Michael, and allowing him to trade on it.”
The Supreme Court’s decision resolves a split in opinions between Newman in the 2nd Circuit and the Salman lower court decision in the 9th Circuit.
Justice Alito’s opinion in Salman relies upon the 1983 Supreme Court decision on insider trading known as Dirks and says, “a tipper breaches a fiduciary duty by making a gift of confidential information to a trading relative, and that rule is sufficient to resolve the case at hand.”
While the Salman case resolved the question of whether insider trading statute covers family gift-giving of inside information, it did not resolve the more difficult issue, raised in Newman about trading between casual friends and professional acquaintances. Justice Alito found that there was no need to address questions involving other kinds of relationships, “because this case involves precisely the gift of confidential information to a trading relative that Dirks envisioned.”