First Amendment; Business Organizations law; fiduciary duties; potlical insider trading; Business Organizations social responsibility


A fiduciary breach due to secret use of Business Organizations assets for personal gain marks the essential concern in both the insider trading realm and in the context of Business Organizations political spending. Therefore, adopting a similar common law fiduciary rule that Business Organizations managers must disclose the amount and target of political expenditures or refrain from engaging in political activity does not seem like much of an intellectual leap. Not only would such a common law disclosure duty fit neatly within existing Business Organizations governance principles, but the compelled transparency would not offend corporations’ First Amendment rights. In the end, prohibiting political insider trading through a “disclose or abstain” rule for Business Organizations political spending would promote greater efficiency in the capital markets, ensure Business Organizations accountability and political legitimacy, and sustain the growing market for Business Organizations social responsibility.