Avoiding the appearance of insider trading Can one conceivably be accused of insider trading without being considered an insider at the company you work for? Is that classification by your company more just a way of categorizing employees and protecting them from themselves (with the insider black-out periods) or is it basically impossible for someone who isn't classified as such to be accused? My personal scenario is I am NOT on the insider list. But I do work in some capacity with Finance. I make a lot of trades of our own stock and am usually successful at buying low and selling high / I think I'm mostly lucky. Example: Right after Brexit I bought all the stock I could afford cause it tanked and I saw no logical reason why it should. Like most companies, it went back up later - yeah!
In the US, "insider trading" includes both legal and illegal versions. When a corporate employee buys or sells shares of their company, they are insiders and they are trading (there is a requirement to report to the government). The illegal version involves breach of fiduciary duty or confidence. The relevant section of the federal regulations is 17 CFR 240.10b on "Manipulative and Deceptive Devices and Contrivances", and you will note that the section does not rely on the term "insider" in the law part, instead it directly characterizes what acts are illegal. Thus it would not matter, from a legal perspective, if someone considers you an insider. It is illegal to trade in securities using a “manipulative, deceptive, or other fraudulent device or contrivance”. This relates to what is commonly known as insider trading via rule 240.10b5-1, by defining as manipulative and deceptive trading on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information (emphasis added to focus on the core requirements). Whether or not you have a "duty of trust or confidence" is determined by common law standards, that is, it depends on how courts have ruled on similar matters. For instance if the CEO of Apple tells you "Our computers explode and it's gonna be on the news tonight, the stock is gonna tank, but it would be illegal for you to act on that information", then it would be illegal, because you are aware that the CEO has a duty to not use that information (thus you "inherit" the duty). This also holds if he doesn't tell you that acting on the information, since it is expected that you know that the CEO of Apple could not legally act on that information (even if in fact you are unaware of the law -- ignorance of the law doesn't get you anywhere good). However, if you are unaware and could not know that the person making the factual disclosure is divulging information that he has a duty to shut up about, then you might not get prosecuted.
This is neither unusual nor illegal, assuming that the buyback price is specified in the agreement. If your friend does not wish to take advantage of the "nice discount" he can decline the deal, and decide for himself whether he wishes to buy shares without restriction, at the market rate. (It would be interesting to know what happens if he sells his shares and then leaves the company. I am fairly sure the agreement will cover this, but requiring an ex-employee to buy shares and then give them to the company could be considered unconscionable. That might be worth asking a lawyer about).
The line they'll rely on for GDPR compliance is the first part of that sentence - "If you agree to this during the order process", which suggests that there will be a separate request to opt in to marketing communications at some other time in the process. Check any order documents. There's likely to be a tick box or similar on at least one. If that implies opting out rather than opting in there may be grounds to argue with that under GDPR, but there's nothing in the quoted text that suggests a problem.
An employee is an agent of the employer when working and owes a duty of loyalty to the employer. One of the obligations associated with a duty of loyalty is to refrain from receiving anything other than the employer authorized compensation for the work, rather than benefitting personally from work done on behalf of the employer. By appropriating additional benefit from the customer in a way that is unauthorized by the employer (the employer would be within its rights to sanction and authorize this conduct if desired), an employee who does not turn the profit in this transaction over to the employer has breached a fiduciary duty to the employer for which the employer would have a right to sue the employee for the amount by which the employee was unjustly enriched in the transaction. Would it actually play out this way in real life for these sums of money? Probably not. The stakes involved wouldn't justify the time and money of a lawsuit. But, breaching a fiduciary duty of loyalty to your employer in this context probably constitutes good cause to terminate the employment of the employee without paying severance that would otherwise be payable under Canadian employment law (in theory anyway, I've never seen a reported court case on point).
When does a CEO (or the investor or the board) have to notify employees they will be unable to pay them for work already done? Directors and officers (which includes executive officers like the CEO) but not investors have a duty to ensure that the corporation does not trade while insolvent. In this context, "trading" means incurring new debts and "insolvent" means being unable to pay their debts as and when they fall due. Unfortunately, it is a judgment call by those directors and officers and the exact point where it occurred is generally only clear with hindsight, if then. For example, you describe a "tumultuous week"; quite likely the company was urgently seeking additional sources of funds and until it was clear they had no prospect of getting those, they weren't insolvent. The director's duty is to act reasonably (a broad range of activities) and not be overly pessimistic nor optimistic about the company's prospects. As far as I know, they don't have a positive duty to inform their creditors that they can't pay. If that happens their obligation is to file for bankruptcy and their obligations cease - the bankruptcy trustee then invites creditors to prove their debts. Does an investor have a responsibility to ensure all employees are paid? No. That is pretty much the purpose of limited liability corporations: to shield the investor from the debts of the company. Do the employees have any recourse? Yes. Employees are typically priority creditors in Colorado and rank ahead of many other creditors. However, if the company is not based in Colorado different laws will apply. Of course, you must be an employee of the company - this priority doesn't apply to true independent contractors. Also, the liquidator's fees rank ahead of anyone and unless the bankrupt company has adequate realizable assets, even employees are unlikely to get a dividend. You also need to be clear who you work for as you say "that last Friday was paid for/fronted by the HR company". Do you work for the bankrupt company or this (non-bankrupt) HR company? If the latter then they owe you your wages and the bankruptcy of their principal is their problem, not yours. Is "secured debt" real? And does that reduce the likelihood of receiving a paycheck in a bankruptcy settlement? Yes. There is a priority in the payment of creditors in liquidations and it varies by jurisdiction but a typical arrangement might go like: Liquidator's Fees Employee wages and entitlement accrued within the last 6 months Certain taxes Secured creditors (who may have a ranking among themselves) Unsecured creditors (including employee entitlements more than 12 months old, other taxes, trade creditors etc.) Shareholders (who may have a ranking among themselves) Basically, the lower you rank, the less likely you are to see a dividend. Does any of this change if the company doesn't file for bankruptcy? Sure. Until the company does this it is still a going concern and it has to pay its debts. If it doesn't it's creditors can sue and recover their monies as best they can which may include forcing the company into bankruptcy.
united-states Meet the word &quot;clawback&quot;. The general rule is that anything you do simply for asset protection can be undone by the government or courts. See the excellent book by Adkisson and Riser titled Asset Protection. First, the creditor is going to ask about all your assets including transfers. You have to answer truthfully, or else you open a whole other can of worms. The creditor and court will look at the character of these transactions. Suppose you sell a Ferrari worth $200,000 appraised value, to your brother for $155,000. However, it was an open eBay auction. Plaintiffs review it, hoping to find it was a &quot;vest pocket&quot; sale rigged to be unappealing to anyone but family. Wrong: it was a competent and earnest listing, which did attract 12 stranger bidders, and 3 bidders took up your offer to let them inspect the car. And according to Ferrari brokers that price was realistic given the soft market. Your brother simply outbid them, for nostalgia reasons. You did get the money and did use it to settle with creditors. That sale will be considered legitimate, because there's extensive provenance held in reliable third party hands (eBay). You sell the Ferrari for $100 to your brother. The court will presume that you intend to buy the car back for $100 after your legal troubles have cleared. This sale will be declared invalid, the Ferrari clawed back, and the creditor will be able to target that asset. The same thing can happen if you are insolvent, expect to enter bankruptcy, and pay a creditor &quot;out of turn&quot;. E.G. you settle your debt with the country club (so you can keep attending) before you pay your tax bill. The creditors, IRS or court can &quot;claw back&quot; that payment. That happened to my family's business once. Meet the word &quot;Penalties&quot;. OK, so what does a dumb crook do? They lie about their assets. They testify &quot;I crashed the Ferrari on the property, it was a basket case. I parted it out and chopped up the rest, threw it in the weekly trash week by week&quot;. And they can produce no documentation of any part sales. Meanwhile, plaintiff had already pulled DMV records and found it's currently registered... to the brother, with a DMV sale price of $100. They sent over a detective, who has pictures of it sitting in the brother's garage. And plaintiff gleefully maneuvered the dumb crook into a lie under oath. And now they face judicial punishment - including harsh fines, and jail for contempt of court or refusal to disclose. This bypasses the Fourth Amendment, so there is no trial for proof of guilt. But it's a government agency, not a private party All the moreso, then. Government has the right to bypass some of the rules for private parties - such as being able to do asset search, subpoena, or attach assets without filing a lawsuit. The IRS is probably the most experienced at pursuing asset hiders. They have &quot;their own&quot; Tax Court which does exclusively tax cases.
It’s not insider trading Insider trading refers to leveraging private information that you only know because of your “insider” position. Front running is using information that is publicly available, albeit for a fee. Buying information that anyone can buy is not insider trading.
Yes, it also applies. However, an employment implies they agree to having employment related data stored and processed (e.g., to be paid). When there are performance related bonuses in the contract, this will likely (but IANAL) imply they agree to performance data being collected and stored appropriately. Furthermore I would assume most of such data processing (such as knowing who is responsible for a certain change, who created a file, modified it etc.) falls into "legitimate interests" of the employer, as this information may be necessary for operations. I'd assume (still IANAL) that much of the consequence wrt. GDPR is the right to have your data erased. So a company should be prepared to remove such data when an employee leaves the company, e.g., by clearing the responsible person fields upon request. At least for data where there is no legal requirement to have such data provenance. But: consult your lawyer for a proper legal opinion!