Jurisdiction(s):
United Kingdom

Key definition

Insider definition

What does Insider mean? In practice, an insider is a person who possesses inside information about an issuer or its financial instruments, typically triggering insider dealing restrictions, disclosure prohibitions and compliance controls (for example, dealing bans, insider lists and wall‑crossing). Under the uk market abuse regulation (retained Regulation (EU) 596/2014), a person is treated as an insider if they possess inside information obtained by virtue of: - being a member of an issuer’s administrative, management or supervisory bodies; - having a holding in the issuer’s capital; - access through the exercise of employment, a profession or duties; or - involvement in criminal activities. A person who possesses inside...

United States insider trading: sources of law, Rule 10b-5 elements (MNPI, materiality, scienter, tipping), and SEC enforcement and penalties

Published by a LexisNexis Financial Services expert

Practice notes

The restriction on Insider trading

What is insider trading?

Insider trading is often linked with unlawful behaviour, yet the term covers both lawful and unlawful activity. The lawful form arises when corporate Insiders of a public company, such as officers, Directors and employees, deal in their own company’s shares. When corporate insiders of a US publicly Traded company transact in their own securities, they should notify the SEC of their dealings. Further details on this reporting duty appear in Forms 3, 5 and 5 within the Securities and Exchange Commission’s Fast Answers databank.

Unlawful insider trading is the purchase or sale of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while holding material, nonpublic information (MNPI). Other breaches include:

‘tipping’ such information
securities trading by the person ‘tipped’
securities trading by those who misappropriate such information

As insider trading weakens investor trust in the fairness and integrity of the securities markets, the SEC has long prioritised the detection and prosecution of insider trading as a key enforcement focus...

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Web page updated on 22/05/2026

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