Summary

Insider dealing is regulated in Estonia by the Securities Market Act. However, the regulation of insider dealing by this Act is far from sufficient. This is also testified to by the fact that several cases of alleged insider dealings have not proceeded further from the investigative stage. Therefore, the authors of the article primarily focus on the EU directive concerning insider dealing and the corresponding German legislation and court practice.
Neither the EU directive nor the German Securities Transactions Act contains a definition of insider dealing. Instead, these instruments define insider, inside information and prohibited activities. Insiders may be classified according to the manner they receive inside information (e.g. receipt of inside information from individuals who possess such information by virtue of the exercise of their employment, profession or duties, etc.). In addition to insider dealing, disclosure of inside information to the public is prohibited in the EU unless such disclosure is made in the normal course of the exercise of the employment, profession or duties of a person enclosing such information. The making of recommendations to third parties on the basis of inside information is also prohibited. However, it should be borne in mind that the EU directive only contains minimum standards and each EU Member State may adopt provisions more stringent than those laid down by the above-mentioned directive.