| Summary: | 碩士 === 國立清華大學 === 科技法律研究所 === 100 === The regulation of insider trading in our country mainly focus on corporate insiders; however, corporate outsiders, there is no specific rules to apply. Although public servants and legislators are not corporate insiders, their positions are so sensitive that make them acquire material nonpublic information quite easily. As a result, it is truly necessary to figure out whether both of them are the subjects under the regulation of insider trading or not. However, there have been a regulation theory battle between “The Equal Access Theory” and “Classical Theory” (Misappropriation Theory included) in our country, and which theory as the basic ground of the regulation dose really matters in defining the subjects under the regulation. This paper asserts that Classical Theory should be applied as the fundamental ground of the insider trading regulation. The main reason is that the consequence of insider trading is involved with the crime penalty so that it should be much more prudent while interpreting this regulation, therefore, it is more appropriate to apply Classical Theory because of its narrow subject scope. In addition, fiduciary duty is a crucial and fundamental concept in jurisprudence, a key element in Classical Theory also. The reason that insiders violate the insider trading regulation is breach of the duty of loyalty, which is under the fiduciary duty. Even though corporate outsiders have no fiduciary duty to securities issued company, they are also under the scope of Classical Theory because of their fiduciary duty owed the information source. As a result, Classical Theory is the appropriate theory for insider trading regulation instead of the Equal Access Theory, and the problems raised by public servants and legislators also can be solved by the application of this theory, which is the main goal of this paper.
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