Salman v. United States

Facts of the Case

Section 10(b) of the Securities Exchange Act of 1934 and the Securities and Exchange Commission’s Rule 10b-5 prohibit undisclosed trading on inside corporate information by persons bound by a duty of trust and confidence not to exploit that information for their personal advantage. These persons are also forbidden from tipping inside information to others for trading. A tippee who receives such information with the knowledge that its disclosure breached the tipper’s duty acquires that duty and may be liable for securities fraud for any undisclosed trading on the information. Petitioner Salman was indicted for federal securities-fraud crimes for trading on inside information he received from a friend and relative-by-marriage, Michael Kara, who, in turn, received the information from his brother, Maher Kara, a former investment banker at Citigroup. Maher testified at Salman’s trial that he shared inside information with his brother Michael to benefit him and expected him to trade on it, and Michael testified to sharing that information with Salman, who knew that it was from Maher. Salman was convicted. While Salman’s appeal to the Ninth Circuit was pending, the Second Circuit decided that  the case of Dirks v. SEC does not permit a factfinder to infer a personal benefit to the tipper from a gift   of confidential information to a trading relative or friend, unless there is  ”proof of a meaningfully close personal relationship” between tipper and tippee ”that generates an exchange that is objective, consequential, and represents at least a potential gain of a pecuniary or similarly valuable nature,” United States v. Newman. The Ninth Circuit declined to follow Newman so far, holding that Dirks allowed Salman’s jury to infer that the tipper breached a duty because he made ”’a gift of confidential information to a trading relative.”’

Question

Is evidence of a close family relationship sufficient to sustain a conviction for insider trading, or must there be evidence that the individuals knew there would be financial gain through the exchange of information?

CONCLUSION

A close family relationship is sufficient to sustain a conviction for insider trading. Justice Samuel A. Alito, Jr. delivered the opinion for the unanimous Court. The Court affirmed the appellate court’s judgment and held that the close family relationship was sufficient evidence that Salman knew that he was imparting insider information. A person commits insider trading where they know that the person who made the tip stands to benefit from disclosing insider information. A personal benefit may be inferred where there is a personal relationship involved, such as one between a family member or a friend, because of the likelihood that the person being tipped will return the favor. Here, Maher tipped off his brother Michael, which established that Maher stood to benefit from the disclosure and had therefore violated his duty to Citigroup. Salman in turn committed insider trading because he knew that the information had been improperly given in the first place, and that Maher stood to benefit from its disclosure. Thus, the Court found that Salman’s knowledge of Maher’s potential for personal benefit from the tip supported his conviction for insider trading.

Case Information

  • Citation: 580 US _ (2016)
  • Granted: Jan 19, 2016
  • Argued: Oct 5, 2016
  • Decided Dec 6, 2016