New York Codes, Rules and Regulations
Title 13 - DEPARTMENT OF LAW
Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL
Subchapter A - SECURITIES-GENERAL
Part 12 - SECURITY TAKEOVER DISCLOSURE RULES
Section 12.9 - Insider trading restrictions
Universal Citation: 13 NY Comp Codes Rules and Regs ยง 12.9
Current through Register Vol. 46, No. 39, September 25, 2024
(a) A person other than a natural person shall not be deemed in violation of section 1609(b) if such person shows that:
(1) the
individuals making the investment decision on behalf of such person to purchase
or sell any security described in section 1609(b) or to cause any such security
to be purchased or sold by or on behalf of others did not know the material
nonpublic information; and
(2) such
person had implemented one or a combination of policies and procedures,
reasonable under the circumstances, taking into consideration the nature of the
person's business, to insure that individuals making investment decisions would
not violate section 1609(b), which policies and procedures may include but are
not limited to (i) those which restrict any purchase, sale and causing any
purchase and sale of any such security or (ii) those which prevent such
individuals from knowing such information
(b) The following transactions shall not be deemed violations of section 1609(b):
(1)
purchase(s) of any security described in section 1609(b) by a securities broker
or by another agent on behalf of the offeror; or
(2) sale(s) by any person of any security
described in section 1609(b) to the offeror.
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