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Subject:  Re: Quiet Period? Insider Trading Rules... Date:  2/26/2013  6:17 AM
Author:  ncfool2 Number:  65687 of 77967

1) Assume there is a company that will go public at some point in the future and I will be considered an insider for one reason or another. In simple terms what are my obligations before buying selling stock such that my transaction will be 100% legal. Again, this IS a hypothetical situation. Not a real situation thinly veiled as a hypothetical. I understand if I was really presented with this situation I'd solicit professional advice rather than advice from a public message board.

Yes, professional advice is definitely the way to go, given the complexity of federal securities laws. Good securities lawyers don't come cheap though, so have your wallet handy, unless your corporate attorneys are providing the advice to you for 'free'. ;^)

Having said this, I'll offer some general comments which I hope are basically correct.

Corporate 'insiders' (specifically defined by federal securities law as all directors and 'key executives' at a minimum) have a unique responsibility under federal and state securities laws as owners or potential owners of publicly-owned corporations' securities. They have routine access to "material" inside information. The use of this information for personal gain (including disclosing such information to third parties, even in the absence of direct personal gain) is, in a word, illegal.

As an insider in a private company (i.e. the first part of your question) the