Dirks v. SEC

463 U.S. 646 (1983)

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Nature of the Case

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Facts

Dirks (D) was an officer of a New York broker-dealer firm who specialized in providing investment analysis of insurance company securities to institutional investors. D received information from Ronald Secrist, a former officer of Equity Funding of America. Secrist alleged that the assets of Equity Funding were vastly overstated as the result of fraudulent corporate practices. Secrist urged D to verify the fraud and disclose it publicly. D began an investigation. D openly discussed the information he had obtained with a number of clients and investors. Some of these persons sold their holdings of Equity Funding securities, including five investment advisers who liquidated holdings of more than $16 million. During the 2-week period in which D pursued his investigation and spread word of Secrist's charges, the price of Equity Funding stock fell from $26 per share to less than $15 per share. Trading was halted and lo and behold the SEC (P) filed a complaint against Equity Funding. Equity Funding immediately went into receivership. To 'reward' D, P began an investigation into D's role in the exposure of the fraud. The SEC found that D had aided and abetted violations of § 17(a) of the Securities Act of 1933, 48 Stat. 84, as amended, 15 U.S.C. § 77 q(a), 5 § 10(b) of the Securities Exchange Act of 1934, 48 Stat. 891, 15 U.S.C. § 78j(b), 6 and SEC Rule 10b-5, 17 CFR § 240.10b-5 (1983), by repeating the allegations of fraud to members of the investment community who later sold their Equity Funding stock. It held: Where `tippees' - regardless of their motivation or occupation - come into possession of material `corporate information that they know is confidential and know or should know came from a corporate insider,' they must either publicly disclose that information or refrain from trading.' Because D 'played an important role in bringing [Equity Funding's] massive fraud to light,' the SEC only censured him. D sought review in the Court of Appeals. It affirmed, and the Supreme Court granted certiorari.