University of Pittsburgh
November 17, 2008

Regarding the Insider Trading Charge Against Dallas Mavericks' Owner Mark Cuban, Pitt Law Professor Douglas Branson-Citing the SEC v. Dirks-Says It's Not an Open-and-Shut Case

Branson says that since Cuban was not an officer or director of Mamma.com, he should not be considered an insider
Contact:  412-624-4147

PITTSBURGH-The U.S. Securities and Exchange Commission case charging Mark Cuban with insider trading claims that Cuban used confidential information and sold all of his holdings in Mamma.com. Citing the U.S. Supreme Court case SEC v. Dirks, Douglas M. Branson, University of Pittsburgh W. Edward Sell Professor of Business Law, says that since Cuban was not an officer or director of Mamma.com, he should not be considered an insider. Therefore, Branson says, "It's not an open-and-shut case."

Branson, who specializes in corporate law and securities regulation, is one of the top corporate law experts in the country. According to Branson, the president of Mamma.com violated his fiduciary duties when he revealed information to Cuban about the company's stock sale; as an outsider, Cuban could then be considered to be a "tippee." The question is whether "Cuban is subject to the rules against insider trading as a 'tippee,'" Branson says.

Branson's reputation as one of the country's most productive and thoughtful business law scholars has earned him an especially influential role in framing the highly prestigious American Law Institute's recommendations for corporate governance. In addition, he is considered to be the world's leading expert on the corporate law aspects of Alaska native corporations.

Branson has had numerous articles and books published, including the treatise "Corporate Governance" (Lexis Law Pub. 1993, with annual supplements), "Corporate Governance Problems" (Lexis Nexis, 1997), "Understanding Corporate Law" (Lexis Nexis, 1999, with A. Pinto), "Questions and Answers on Business Organizations" (Lexis Nexis, 2003), and "No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom" (New York University Press, 2006).

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11/18/08/amm