Sebi Lawyer’s Take: Sebi’s Regulations On Combating Insider Trading

By Author: Rashijha
Total Articles: 19
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In recent years, the Securities and Exchange Board of India (SEBI) has taken significant steps to combat insider trading, a practice that undermines market integrity and investor confidence. SEBI lawyers have been at the forefront of these efforts, advising on and implementing new regulations to enhance market transparency. Among these initiatives is the proposed whistleblower mechanism, as highlighted in Vaneesa Agrawal's article on Thinking Legal. This mechanism, developed with input from experienced SEBI lawyers, aims to empower individuals to report instances of insider trading while ensuring their protection and incentivising them with monetary rewards.

Building on this foundation, SEBI has recently introduced an expanded definition of "connected persons," further tightening regulations to enhance enforcement against insider trading.

The Whistleblower Mechanism
The whistleblower mechanism proposed by SEBI is designed to address the challenges faced in detecting insider trading. SEBI lawyers have long recognized that insiders often trade through proxies, making it difficult for regulators to gather ...
... evidence and initiate action against violators. To combat this, SEBI had suggested a policy where individuals can report insider trading activities confidentially and receive rewards of up to ₹1 crore for credible information leading to successful prosecution; the same is discussed in Vaneesa Agrawal’s Thinking Legal article.

This initiative, crafted with the expertise of SEBI lawyers, not only encourages transparency but also aims to create a culture where individuals feel safe to come forward with information about wrongdoing. The proposed Office of Informant Protection will ensure that whistleblowers' identities remain confidential, fostering an environment where reporting is encouraged without fear of retaliation. Vaneesa Agrawal, an expert SEBI lawyer, emphasises the importance of this protection in promoting a more ethical financial market.

Expanding the Definition of Connected Persons
While the whistleblower mechanism is a crucial step toward enhancing regulatory oversight, SEBI's recent amendments to the definition of "connected persons" represent another significant development in the fight against insider trading. SEBI lawyers have been instrumental in shaping these amendments, drawing on their extensive experience in securities law. Under the existing Prohibition of Insider Trading (PIT) Regulations, SEBI expert lawyers explain that a connected person is defined as someone who has a connection with a company that gives them access to unpublished price-sensitive information (UPSI).

“This definition was later recognised as having limitations in addressing the full scope of insider trading concerns.”

- Vaneesa Agrawal, an expert SEBI lawyer

In response, SEBI has proposed amendments that broaden the scope of who qualifies as a connected person. The updated definition now includes not only immediate relatives but also extends to partners in firms, employees of connected persons, and individuals sharing a household with them. SEBI lawyers have noted that this expansion aims to capture individuals who may have indirect access to UPSI through their relationships with connected persons.

Rationale Behind the Changes
The rationale for these changes, as discussed by various SEBI lawyers, stems from an understanding that insider trading often involves complex networks of relationships. By expanding the definition of connected persons, SEBI aims to close loopholes that have previously allowed certain individuals to evade scrutiny. SEBI lawyers have emphasized that this proactive approach is designed to enhance enforcement capabilities and ensure that those who misuse UPSI are held accountable.

Furthermore, SEBI lawyers have pointed out that aligning the definition of "relative" with other legal frameworks, such as the Income Tax Act, simplifies compliance for market participants while ensuring that those who pose a risk of insider trading are adequately covered under the regulations. This alignment, according to Vaneesa Agrawal, founder of Thinking Legal and a SEBI expert lawyer, demonstrates a holistic approach to regulatory reform.

Implications for Market Participants
The introduction of the whistleblower mechanism and the expanded definition of connected persons have significant implications for companies and their employees. SEBI lawyers advise that organizations will need to establish robust internal policies to encourage reporting and ensure compliance with the new definitions. Vaneesa Agrawal, an expert SEBI lawyer, recommends that training programs may be necessary to educate employees about their responsibilities under these regulations and how they can safely report potential violations.

Additionally, SEBI lawyers stress that companies must be vigilant in monitoring transactions involving connected persons and ensuring that appropriate disclosures are made when necessary. SEBI lawyers warn that failure to comply with these regulations could lead to severe penalties and damage to reputation.

Challenges Ahead
While these regulatory changes represent a positive step toward enhancing market integrity, SEBI lawyers acknowledge that they also present challenges. Some SEBI lawyers argue that expanding the definition of connected persons could lead to overreach by regulators, potentially holding individuals accountable without sufficient evidence of wrongdoing. SEBI lawyers have raised concerns about how these definitions will be applied in practice and whether they might inadvertently create an environment where individuals are hesitant to engage in legitimate business activities due to fear of being classified as connected persons.

Moreover, Vaneesa Agrawal, Thinking Legal points out that the effectiveness of the whistleblower mechanism hinges on its implementation. For it to succeed, SEBI must ensure that reports are handled efficiently and transparently while protecting whistleblowers from retaliation. SEBI lawyers emphasise that the establishment of clear guidelines and processes will be crucial in building trust among potential informants.

Conclusion
SEBI's initiatives—namely the proposed whistleblower mechanism, as discussed in Vaneesa Agrawal’s article, and the expanded definition of connected persons, as per the recent updates—mark a significant evolution in India's approach to combating insider trading. SEBI lawyers have played a crucial role in shaping these initiatives, drawing on their expertise to create more comprehensive and effective regulations. By fostering an environment conducive to reporting and broadening the scope of accountability, SEBI aims to bolster market integrity and protect investors.

As these changes take effect, Vaneesa Agrawal, a prominent SEBI lawyer, stresses, “It will be essential for all market participants—companies, employees, and regulators—to adapt accordingly.”

While challenges remain in balancing regulatory oversight with practical implementation, SEBI lawyers agree that these measures signify a commitment to creating a fairer financial landscape in India.