Utah Clauses Relating to Transactions with Insiders
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FAQ
An insider is required to file a Form 144 with the SEC when they intend to sell restricted, unregistered, or con- trol securities. An insider must file this form on paper with the SEC prior to the sale, and a Form 144 covers sales by the insider for up to the next three months.
(1) A transfer made or obligation incurred by a debtor is voidable as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation: (a) with actual intent to hinder, delay, or defraud any creditor of ...
It states that anyone who misappropriates material non-public information and trades on that information in any stock may be guilty of insider trading. This can include elucidating material non-public information from an insider with the intention of trading on it or passing it on to someone who will.
Generally, any change in an insider's beneficial ownership of the company's securities is reported on a Form 4. Insiders usually must file a Form 4 within two business days after a change in beneficial ownership. This two-day reporting period begins when a transaction is executed, not when it settles.
Voidable transfer or obligation -- Present or future creditor -- Determination of intent -- Burden of proof. intended to incur, or believed or reasonably should have believed that the debtor would incur, debts beyond the debtor's ability to pay as they became due.
Introduction. On December 14, 2022, the Securities and Exchange Commission (the ?Commission?) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the ?Exchange Act?), which provides affirmative defenses to trading on the basis of material nonpublic information in insider trading cases.
Courts impose liability for insider trading with Rule 10b-5 under the classical theory of insider trading and, since U.S. v. O'Hagan, 521 U.S. 642 (1997), under the misappropriation theory of insider trading.
SEC Rule 10b-5 prohibits corporate officers and directors or other insider employees from using confidential corporate information to reap a profit (or avoid a loss) by trading in the Company's stock. This rule also prohibits ?tipping? of confidential corporate information to third parties.
Fraudulent transfer -- Claim arising before or after transfer. (ii) intended to incur, or believed or reasonably should have believed that he would incur, debts beyond his ability to pay as they became due.
Section 25-6-202(2). Thus, if the guarantor is not aware, at the time of the transfer, that the principal had defaulted on the obligation, the guarantor may have an argument that the transfer is not avoidable.
