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Are U.S. consultants at risk for violating insider trading if they buy stocks in a company they support?

I’ve had the privilege working as a consultant with some large companies that sell their stocks publicly.

Based on my interactions with those companies, I’ve wondered about buying and selling their stocks, but was worried that I would be potentially violating insider trading laws.

I’m a rule follower, so I don’t want to jeopardize my reputation just to make some extra money.

First, let me define a few terms:

  • Insider trading refers to “the buying and selling of securities based on material, nonpublic information.”
  • Material – Information that a typical investor would factor it into making an investment decision (having an impact on the stock price).
    • Examples includechanges in expected earnings, upcoming product launches, proposed mergers and acquisitions, major lawsuits, management changes, or new securities offerings.
  • Non-public Information – Information that has not been disclosed to the general public or investors.

Depending on your consultants role, you may get access to sensitive company information. The higher up in the organization you are working, the more likely you will hear material or non-public information.

Therefore, this access within the company makes you an “insider” under securities laws. Using this information to trade securities, or tipping others to trade, based on that information is illegal and subject to civil and criminal penalties.

For me, most of my interactions are not with top management. Rather I’m spending time with frontline workers, mid-level managers and support team members. I’m also not trying to gather insider information from those in my classes, and I’m not going out for happy hour or drinks afterwards where things like that could be shared more easily.

The main thing I’m understanding from the company during my visits is about their culture of improvement (both good and bad) and my brief interactions with their management during the planning of the training.

My insider knowledge is their interest in improvement and where they are currently in their efforts.

Having a good sense of a company’s culture does not qualify as insider trading.

Therefore, my risk is pretty low that I would violate any insider training laws. But it is something I need to keep in mind with each client I work with. I can envision where our improvement projects result in significant cost savings or impact, which could ultimately end up impacting the financials and ultimately the stock price.

To help you understand your risks in your situation as a consultant with a company, here are some guidelines to consider:

  1. Maintain Strict Confidentiality – Treat all sensitive information obtained during your consulting engagement as confidential. Do not discuss or share this information with anyone outside the company, including family, friends, or other clients.
  2. Avoid Trading on MNPI – Do not buy or sell securities of the company while in possession of material non-public information. This applies both during and after your engagement, until the information is publicly disclosed.
  3. Do Not Tip Others – Avoid passing on confidential information to others who might trade on it. Tipping others is also illegal and carries serious penalties.
  4. When in Doubt, Refrain from Trading – If you suspect you have material non-public information, do not trade. Consult the company’s legal or compliance team if you need clarification.
  5. Document Your Work and Interactions – Keep clear records of the information you receive and your communications. This helps demonstrate your compliance if questions arise.
  6. Respect Company Policies and Legal Requirements – Follow any insider trading policies the company provides. Understand that insider trading laws apply regardless of your role as a consultant.
  7. Avoid Seeking or Encouraging MNPI – Do not probe for confidential information beyond what is necessary for your consulting work. Avoid situations where you might unintentionally receive insider information.

I hope this article helps you understand risks you have trading securities of companies you consult with.

Note: This is not legal advice. Please consult with a lawyer to understand your specific risks or situation. No matter how tempting it may seem, acting on insider information risks severe penalties, and the consequences aren’t worth it. If you have any doubt, don’t do it.