5.2 Legal Framework Prohibiting Insider Trading

The doctrine's bases (the exam's comparative + the Nepali): (1) the fiduciary-breach theory (the insider's duty-to-shareholders — the classical theory); (2) the misappropriation theory (the duty-to-the-source — the modern expansion); (3) the market-fairness/market-integrity theory (the level-playing-field as the public good — the regulatory rationale). The instruments: the US's 10b-5-and-insider-trading-sanctions lore (by name), the EU's market-abuse regimes, India's SEBI prohibition-and-SAT enforcement (the comparative neighbours) — and Nepal's Securities Act2063: the insider's-and-connected-persons' trading ban on unpublished price-sensitive information, the disclosure-need's defences, and the SEBON's enforcement powers. Thedefences' catalogue (the lawful insiders' exits): the pre-existing-plans, the publicly-available information, the mandatory-by-law disclosures, the market-making's faces — the legitimate trading's carve-outs.