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South Carolina Policies and Procedures Designed to Detect and Prevent Insider Trading

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This Policy Statement implements procedures to deter the misuse of material, nonpublic information in securities transactions. The Policy Statement applies to securities trading and information handling by directors, officers and employees of the company (including spouses, minor children and adult members of their households).

Title: Exploring South Carolina's Policies and Procedures against Insider Trading: A Comprehensive Overview Keywords: South Carolina, policies and procedures, insider trading, detection, prevention, regulatory framework, investor protection, compliance, penalties, enforcement agencies Introduction: South Carolina, like all U.S. states, has implemented a robust regulatory framework to detect and prevent insider trading, ensuring a fair and transparent securities market for investors. This comprehensive article delves into South Carolina's specific policies and procedures designed to counteract insider trading practices, exploring their significance, elements, and relevant enforcement agencies. 1. The South Carolina Securities Act (CSA): The South Carolina Securities Act serves as the foundation for the state's insider trading policies and procedures. It prohibits trading based on material nonpublic information and emphasizes fair and equal access to information for all investors. The CSA provides guidelines for detecting and preventing insider trading, protecting investor interests, and maintaining market integrity. 2. Reporting and Disclosure Obligations: South Carolina's policies require individuals and entities in possession of material nonpublic information to disclose such information promptly, ensuring transparency and a level playing field for all investors. By mandating timely reporting, the state aims to discourage insider trading through increased accountability and attention to market integrity. 3. Insider Trading Investigations and Enforcement: South Carolina's Enforcement Division, part of the Office of the Attorney General, is responsible for investigating and enforcing insider trading violations within the state. They employ a multi-tiered approach, conducting thorough investigations and collaborating with federal regulatory agencies such as the U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) where necessary. 4. Compliance Programs and Training: South Carolina encourages companies and financial institutions to establish robust compliance programs designed to detect and prevent insider trading. These programs should encompass comprehensive employee training on insider trading regulations, reporting requirements, and best practices. By focusing on prevention through education, South Carolina aims to cultivate a culture of compliance and ethical conduct in the financial industry. 5. Penalties and Legal Consequences: As in other U.S. states, South Carolina imposes severe penalties for insider trading violations. Individuals found guilty of insider trading face criminal charges, substantial fines, and potential imprisonment. Additionally, the state reserves the right to pursue civil litigation, allowing affected parties to seek compensatory damages. By imposing stringent consequences, South Carolina aims to deter insider trading and protect investors from exploitation. 6. Collaboration with Federal Regulatory Authorities: South Carolina's policies on insider trading closely align with federal regulations enacted by the SEC and FINRA. This collaboration ensures a coordinated approach to detecting and preventing insider trading, enhancing effectiveness and harmonizing regulatory efforts between state and federal entities. Conclusion: South Carolina has developed a comprehensive set of policies and procedures to detect and prevent insider trading, aligning with federal regulations and promoting investor confidence in the state's securities market. By emphasizing compliance, reporting obligations, and rigorous enforcement actions, South Carolina strives to uphold market integrity and protect investors from the harmful effects of insider trading.

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No Insider may give trading advice of any kind about the Company to anyone, whether or not such Insider is aware of material nonpublic information about the Company. No Insider may trade in any interest or position relating to the future price of Company Securities, such as a put, call or short sale.

Market surveillance activities: This is one of the most important ways of identifying insider trading. The SEC uses sophisticated tools to detect illegal insider trading, especially around the time of important events such as earnings reports and key corporate developments. 5.

In most cases, when an insider executes a transaction, he or she must file a Form 4. With this form filing, the public is made aware of the insider's various transactions in company securities, including the amount purchased or sold and the price per share.

Courts impose liability for insider trading with Rule 10b-5 under the classical theory of insider trading and, since U.S. v. O'Hagan, 521 U.S. 642 (1997), under the misappropriation theory of insider trading.

The SEC monitors insider trading in various ways. For example, it uses market surveillance systems to monitor trading volume. If no new public information has been issued, but trading volume rises substantially, it raises a red flag. Additionally, the SEC responds to tips and complaints about illegal activity.

SEC Rule 10b-5 prohibits corporate officers and directors or other insider employees from using confidential corporate information to reap a profit (or avoid a loss) by trading in the Company's stock. This rule also prohibits ?tipping? of confidential corporate information to third parties. Who is an insider?

On December 14, 2022, the Securities and Exchange Commission (the ?Commission?) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the ?Exchange Act?), which provides affirmative defenses to trading on the basis of material nonpublic information in insider trading cases.

Market surveillance activities: This is one of the most important ways of identifying insider trading. The SEC uses sophisticated tools to detect illegal insider trading, especially around the time of important events such as earnings reports and key corporate developments.

The Securities Exchange Act of 1934 prohibits the misuse of material, non-public information. In order to avoid even the appearance of impropriety, the Company has instituted procedures to prevent the misuse of non-public information.

On December 14, 2022, the Securities and Exchange Commission (the ?Commission?) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the ?Exchange Act?), which provides affirmative defenses to trading on the basis of material nonpublic information in insider trading cases.

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Each such person should contact the Company's Chief Accounting Officer prior to commencing any trade. The Chief Accounting Officer will consult as necessary ... This Policy Statement implements procedures to deter the misuse of material, nonpublic information in securities transactions. The Policy Statement applies ...Oct 12, 2021 — Review and revise as necessary, their insider trading policies and procedures to address the risk of trading in economically linked issuers. Jan 13, 2022 — Finally, the Commission is proposing amendments to Forms 4 and 5 to require corporate insiders subject to the reporting requirements of Exchange ... The Division is responsible for detecting and investigating a wide range of potential violations of the federal securities laws and regulations. The securities ... Monitoring Trading Activity​​ The government tries to prevent and detect insider trading by monitoring the trading activity in the market. Feb 27, 2023 — SEC says its updated insider trading rules will better deter insiders from exploiting gaps to trade securities "opportunistically." This policy has been designed to prevent insider trading or even allegations of insider trading. ... steps to prevent insider trading by company personnel. It is ... The procedures used to record documents in the office of the Register of Deeds are designed to provide adequate and immediate notice of interests in real or ... To detect, counter, mitigate, or manage these risks throughout all stages of the M&A process, organizations should consider implementing the following best.

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South Carolina Policies and Procedures Designed to Detect and Prevent Insider Trading