Insider Trading

The law on trading with inside information
A guide published by Dotto

The closed window

Insider trading in Australia, read from the law itself

What counts as inside information, why listed companies close their trading windows, what market manipulation looks like, and what a court can order, set out from the Corporations Act, ASIC and the ASX.

Insider Trading is a guide to Australia’s insider trading and market misconduct laws, written and published by Dotto. It is general information, not legal or financial advice.

The rule in one paragraph

Section 1043A of the Corporations Act stops a person who holds inside information, and who knows or ought reasonably to know that it is inside information, from trading in the financial products it concerns or getting someone else to trade in them. A second limb stops that person passing the information to anyone they know, or ought reasonably to know, would be likely to trade on it or get someone else to.

“… the insider must not (whether as principal or agent): (c) apply for, acquire, or dispose of, relevant Division 3 financial products, or enter into an agreement to apply for, acquire, or dispose of, relevant Division 3 financial products …”

Corporations Act 2001, section 1043A(1), quoted from the Federal Register of Legislation

Four points from the Act

The window, pane by pane

Six guides, each taking one part of the law. Read them in any order; the upper sash covers the prohibition itself, the lower sash what surrounds it.

Pane 01

What insider trading is

The two prohibitions in section 1043A, element by element

Pane 02

Inside information

When information is “generally available”, and when it is “material”

Pane 03

Trading windows and blackout periods

The ASX trading-policy rules, drawn on a calendar

Pane 04

Market manipulation

Artificial prices, wash trades and pump and dump

Pane 05

Penalties

Prison, fines, civil penalties and disqualification, with the arithmetic

Pane 06

Reporting misconduct

Who is protected as a whistleblower, and how a report reaches ASIC

Each guide lists its sources at the foot of its page.

Why the window closes

An entity in the ASX Listing category has to keep a trading policy and give it to the ASX market announcements office so the market can read it. At a minimum the policy names its “closed periods”, the fixed stretches of the year when the entity’s key management personnel generally may not trade in its securities. The strip below shows one invented policy, drawn the way this guide draws every policy: open windows in green, closed time hatched.

Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
  • Window open (example)
  • Closed period (example)
An example only, for an invented company with a 30 June year end that opens three four-week windows: after its half-year results, after its full-year results and after its annual general meeting. Real policies differ, and each listed entity’s own policy is released to the market.
A window in a dark room with its slatted blind lowered almost to the sill
A blind lowered across a window. Photo by Life-Of-Pix on Pixabay

An open window is not permission to trade on inside information. The ASX’s guidance on trading policies says a trade made inside a permitted window, or outside a blackout period, can still breach the insider trading laws if the person has inside information at the time. The full picture is in the guide to trading windows and blackout periods.

Where these pages come from

None of it is advice about a particular trade. ASIC administers these laws, and a lawyer can say how they apply to a particular person.