Stock Options and the "Insider Trading" Provisions of the Securities Exchange Act

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Download the Insider Trading and Confidentiality Policy. As a public company, News Corporation is subject to various federal and insider trading and stock options laws and regulations governing trading in its securities.

All references in this Policy to employees of the Company should be read to include all such persons listed in the preceding sentence. The Company depends upon the conduct and diligence of its employees, in both their professional and personal insider trading and stock options, to ensure full compliance with this Policy. It is the personal obligation and responsibility of each employee to insider trading and stock options in a manner consistent with this Policy.

What is insider trading? Who is an insider? An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public. What is material, non-public information?

Insider trading and stock options a practical matter, materiality often is determined after the fact, when it is known that someone has insider trading and stock options on the information and after the information itself has been made public and its effects upon the market are more certain. Examples of information that is generally regarded as material are:. Filings with the SEC and press releases are generally regarded as public information.

There are no limits on the size of a transaction that will trigger insider trading liability. In the past, relatively small trades have resulted in SEC investigations and lawsuits. In addition to the potential criminal and civil liabilities mentioned insider trading and stock options, in certain circumstances the Company may be able to recover all profits made by an insider who traded illegally, plus collect other damages.

Without regard to the civil or criminal penalties that may be imposed by others, violation of this Policy and its procedures may subject an individual to Company-imposed discipline, including dismissal. The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading. After termination of employment, any employee who is in possession of material, nonpublic information is prohibited from trading in Company securities until that information has become public or is no longer material.

No employee shall invest in Company-based derivative securities. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like.

No Hedging or Pledging. Our executive officers and directors are prohibited from hedging or pledging any Company securities that they hold directly. In addition, our officers and directors are prohibited from engaging in short sales of our stock and may not hedge or pledge equity compensation. This Policy does not apply to purchases of Company stock in its k plan resulting from periodic contributions of money pursuant to a payroll deduction election.

Under special circumstances, certain employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and the Company, in its discretion, may determine that such employees may also be subject to the below listed prohibitions and procedures. Such employees will be notified of such status and will be subject to the below listed prohibitions and procedures for such period of time as the Company deems appropriate.

Additional black-out periods may be implemented with regard to certain employees or groups from time to time who are in possession of non-public information regarding potentially significant matters. If the transaction is cleared to insider trading and stock options, the News Corporation Legal Department will assist a Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule of the Securities Act ofas amended.

Bona Fide Gifts — Bona fide gifts of securities are not deemed to be transactions for insider trading and stock options purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. All employees of the Company have ethical and legal responsibilities to maintain the confidentiality of material, non-public information.

As explained previously, under no circumstances may an employee use material, non-public information about the Company for his or her personal benefit. Therefore, it is important that an employee not disclose material, non-public information to anyone, including other employees of the Company, unless the other employee needs to know such information in order to fulfill his or her job responsibilities.

Under no other circumstances should such information be disclosed to anyone, including family, relatives or business or social acquaintances. In maintaining the confidentiality of the information, the individual in possession of such information shall not affirm or deny statements made by others, either directly or through electronic means, if such affirmation or denial would result in the disclosure of material, non-public information.

If an employee has any doubt about whether certain information is non-public or material, such doubt should be resolved in favor of not communicating such information or trading without discussing with the assigned compliance officer or raising with in-house counsel. In the ordinary course of doing business, employees may come into possession of material, non-public information with respect to other companies.

An individual receiving material, non-public information in such insider trading and stock options manner insider trading and stock options the same duty not to disclose the information to others or to use that information in connection with securities transactions of such other company as such individual has with respect to material, non-public insider trading and stock options about the Company.

If the Company is in the process of negotiating a significant transaction with another company, employees are cautioned not to trade in the stock of that company if they are in possession of material, non-public information concerning such company. Unauthorized Disclosure of Internal Information. Unauthorized insider trading and stock options of internal information about the Company may create serious problems for the Company whether or not the information is used to facilitate improper trading in securities of the Company.

Therefore, it shall be the duty of each person employed or affiliated with the Company to maintain the confidentiality of information relating to the Company or obtained through a relationship of confidence. Company personnel should not discuss internal Company matters or developments with anyone outside the Company, except as necessary in the performance of regular corporate duties. When an employee is involved in a matter or transaction which is sensitive and, if disclosed, could reasonably be expected to have an effect on the market price of the securities of insider trading and stock options Company or any other company involved in the transaction, that individual should consider taking extraordinary precautions best us binary broker prevent misuse or unauthorized disclosure of such insider trading and stock options.

Such measures include the following:. Any written or verbal statement that would be prohibited under the law or under this Policy is equally prohibited if made on the Internet or by social media. If insider trading and stock options, non-public information regarding the Company is inadvertently disclosed, no matter what the circumstances, by any employee, the person making or discovering that disclosure should immediately report the facts to the News Corporation General Counsel.

Reporting of Violations Any person who believes that a violation of this policy has taken place shall report such violation promptly to the General Counsel of News Corporation. Examples of information that is generally regarded as material are: Prohibitions for All Employees: Such measures include the following: Maintaining files securely and avoiding storing information on computer systems that can be accessed by other individuals; Avoiding the discussion of confidential matters in areas where the conversation could possibly be overheard; Not gossiping about Company affairs; and Restricting the copying and distribution of sensitive documents within the Company.

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Guiding Principle — You may not buy or sell — or assist others in buying or selling — securities of Tenneco or any other company if you have material inside information about the company that you learned while at Tenneco. It is your obligation to understand and comply with this policy. Definition of Material Information. It is not possible to define all categories of material information. However, information should be regarded as material if there is a substantial likelihood that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of securities.

Information is nonpublic if it has not yet been generally disclosed to the investing public. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and therefore more likely to be considered material.

Examples of such information include:. Either positive or negative information may be material. Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information:. Securities pledged as collateral can be sold without your consent in certain circumstances. This means that a sale may occur at a time when the pledgor is aware of material nonpublic information.

It is the duty of all directors, officers and employees of Tenneco to maintain the confidentiality of nonpublic information belonging or relating to Tenneco or obtained through any relationship of confidence. As described above, nonpublic information should be treated as confidential and confined to personnel who must have such information to carry out their duties, on a "need to know" basis.

This prohibition on the disclosure of nonpublic information applies specifically but not exclusively to inquiries about the Company which may be made by the financial press, investment analysts or others in the financial or investment community.

It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances. If you receive any inquiries of this nature, you should follow the procedures described in the Compliance Policy Manual under the section entitled "Dissemination of Corporate Information.

This portion of the policy applies to any and all transactions involving Company securities, including without limitation open market or private purchases and sales, stock plan transactions such as an option exercise, a gift, a contribution to trust or any other transfer.

Mandatory Preclearance and Reporting. The General Counsel or his designee will then determine whether the transaction may proceed. The Company is available to assist in Section 16 reporting, however, the obligation to comply with Section 16 is personal. These Powers of Attorney enable the Company to prepare and file the Section 16 reports on a timely basis. Trades in Company securities that are executed pursuant to an approved trading plan meeting the requirements of Rule 10b of the Securities Exchange Act of a "Rule 10b Trading Plan" are not subject to pre-clearance procedures and blackout periods.

Rule 10b Trading Plans may be adopted, amended and replaced only during periods when trading is permitted and under no circumstances when the individual is in possession of material, nonpublic information about the Company. Section 16 Reporting Persons are responsible for notifying the Company immediately of any trade under a Rule 10b Trading Plan, to help facilitate Section 16 compliance.

This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option. Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this policy and all applicable securities laws. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the securities at a time when they have knowledge of material nonpublic information.

Examples of such information include: Quarterly financial results Known but unannounced future earnings or losses News of a pending or proposed merger News of the disposition or acquisition of significant assets New significant litigation A significant engineering issue or warranty claim The loss of a significant customer A significant governmental investigation, audit or review Changes in dividend policy Stock splits New equity or debt offerings Either positive or negative information may be material.

Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information: Short sales of Tenneco stock. Transactions to hedge or offset the risks and benefits of ownership of Tenneco securities. Insiders may not engage in transactions that are designed to hedge or offset, or that have the effect of hedging or offsetting, any change in the value of Tenneco securities.

The prohibition includes the purchase or sale of options, warrants, puts, calls, prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives.

The prohibition also applies to any other transaction that is designed to hedge or offset, or that has the effect of hedging or offsetting, any change in the value of Tenneco securities. This does not apply to your receipt of stock options or any other form of equity as part of a Company benefit plan.

Trading in Tenneco securities on margin. Short-term trading in Tenneco securities. Attachment 1 All officers and directors of Tenneco Inc. All general managers, country managers, plant managers, controllers and their respective administrative assistants.