6.16“康桥高端论坛” 国际学者系列讲座十九|After Newman – The Law of Insider Trading in the United States and What It
讲座嘉宾：Nicholas Calcina Howson, 美国密歇根大学法学院教授
Nicholas Calcina Howson is a Professor of Law at the University of Michigan Law School.A former partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP, he worked out of that firm's New York, Paris, London and Beijing Offices, finally as a managing partner of the firm's Asia Practice based in the Chinese capital.During this time, he acted for clients in precedent-setting transactions, including the first SEC-registered IPO and NYSE-listing by a PRC-domiciled issuer and the first private placement of shares to foreign interests in a newly privatized PRC company limited by shares and subsequent IPOs on the domestic Chinese capital markets. Howson has also taught at the Berkeley (Boalt), Columbia, Cornell, and Harvard Law Schools, and served as a consultant on Chinese law matters to the Ford Foundation, the United Nations Development Programme, the Asian Development Bank, and the Chinese Academy of Social Sciences, and has advised the National People’s Congress of the PRC on the amendment of the PRC Company Law and the PRC Securities Law. Professor Howson is a designated foreign arbitrator for the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing and the Shanghai International Economic and Trade Arbitration Commission (SHAIC).
Since the 1960s, and when the U.S. Securities Exchange Commission (SEC) began using Securities and Exchange Act of 1934 Rule 10b-5 to enforce against insider trading in the U.S. capital markets, the U.S. judiciary – led by the U.S. Supreme Court – has consistently sought to narrow civil and criminal enforcement against this particularly harmful type of market manipulation.In United States v. Newman (2014), the U.S. Court of Appeals for the Second Circuit dealt a body blow to the insider trading prohibition as applied in so-called “tipper-tippee” trading under the architecture previously established in the 1983 U.S. Supreme Court case Dirks v. SEC.Even though a subsequent 2016 U.S. Supreme Court case (United States v. Salman) reversed the Newman ruling in some small part, the fact remains that enforcement of the insider trading prohibition under U.S. law pursuant to Rule 10b-5 remains highly constrained and idiosyncratic, especially compared to enforcement against insider trading in other well-established global capital markets in East Asia, the United Kingdom and Europe.This presentation will chart the negative trajectory for enforcement against insider trading in U.S. law, and demonstrate what lessons the failures evident in U.S. jurisprudence in this sphere have for China as it amends its own statutory insider trading prohibition in an amended 2006 PRC Securities Law.