SEC v. Mark Cuban

Amicus Brief in SEC v. Mark Cuban


In this amicus brief, five professors come to the side of Mark Cuban:— Alan Bromberg of SMU Dedham School of Law, Allen Ferrell of Harvard Law, Jonathan Macey of Yale Law, Todd Henderson of Univ. of Chicago Law and Stephen Bainbridge of UCLA Law. They argue that “In the context of a business relationship, a confidentiality agreement alone is insufficient to create a fiduciary or similar relationship of trust and confidence between the parties. . . . a confidentiality agreement alone creates only an obligation to maintain the secrecy of the information, not a fiduciary or fiduciary-like duty to act loyally to the source . . . ”

They argue that a rule adopted by the SEC to address when “a breach of a family or other non-business relationship may give rise to liability under the misappropriation theory of insider trading” is inapplicable in the context of business relationships. They also argue that the SEC position in this case creates liability without a fiduciary or similar relationship of trust and confidence.

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Reference Info:Appellate Brief | State, 5th Circuit, Texas | United States

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