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Preventing Insider Trading at Biopharma Companies

By Scott R. Jones
November 02, 2017

Between clinical trial results, open-label trials, licensing and collaboration discussions, and acquisition or sale talks, development and clinical-stage public biopharma companies and their insiders often possess material, nonpublic information. And since company equity usually makes up a large part of insiders' compensation, legal issues arise when insiders have access to such information and want to trade their equity. To complicate matters, market regulators are watching and will be quick to ask who knew what, when they knew it, and who traded whenever a company's stock price moves significantly. To protect against insider trading risks and regulatory scrutiny, it is key to have a robust control environment for insider trading.

Insider-Trading Policies

The cornerstone of a well-functioning control environment is a good insider-trading policy. This policy will provide directors, officers, employees and others with a clear statement of the rules for transacting in the company's securities. The existence of such a policy also may help insulate the company from the actions of the SEC and others should an employee or someone else engage in insider trading in violation of the policy.

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