I was recently asked by a forum: under what conditions, if any, can a member share privileged “insider” information about a publicly traded company?
Consider “John,” the CEO of such a company, facing any of the following situations:
- The not-yet-announced earnings report is disappointing, leaving John distraught and unsure how to respond.
- John has been diagnosed with a serious illness, and senior management is debating whether to disclose this information to employees or shareholders.
- John is weighing the pros and cons of stepping down as CEO.
These are deeply personal and emotionally charged issues. John wants to benefit from his forum’s wisdom, but disclosing such information could potentially lead to illegal insider trading.
After consulting other experienced forum facilitators and members, I see two primary approaches to handling such situations.
The Conservative, Risk-Averse Approach
John acknowledges that he cannot share insider information. This safeguards both him and his forum members but limits his ability to fully discuss personal and business challenges.
The Liberal, Higher-Risk, Higher-Value Approach
John treats his forum as trusted advisors—akin to lawyers or bankers—who operate under confidentiality agreements or NDAs.
Under this view, disclosure alone is not an offense under U.S. securities law (and similar laws elsewhere). Thousands of executives share material nonpublic information (MNPI) daily with attorneys, bankers, and other trusted parties. A forum member could be regarded similarly. The real legal risk arises only if someone trades on the inside information. Even then, for insider trading to be actionable, the trade must result in a profit or substantial gain.
However, this approach places forum members in a precarious position: they become recipients of insider information. If they refrain from trading and uphold forum confidentiality, they commit no offense. If they trade on the information, they could be liable for insider trading.
My Personal Bottom Line
A public company executive who cannot discuss important personal matters in their forum is in the wrong forum. I can’t imagine facing a life-threatening illness or contemplating resignation without the ability to share my concerns in a trusted, confidential forum.
As one former public-company CEO put it:
“My forum was an amazing place for the emotional discussion I needed, helping me gain clarity so I could speak calmly with my board.”
This is what makes a forum transformational, rather than merely transactional.
Key Considerations & Safeguards
- Stock Ownership Rules – Most forums prohibit members from holding stock in a company where another member is an insider. If a new insider joins, existing members must either sell their shares or agree not to trade while in the forum.
- Legal Exposure – While rare, some forums have been investigated for insider trading. A forum member who trades on MNPI is both violating securities laws and breaching forum confidentiality.
- Legal Limits of Confidentiality – Forum confidentiality does not shield illegal behavior. Members can be subpoenaed, and a confidentiality agreement will not override legal obligations, especially when a public company CEO is involved.
- Annual Confidentiality Commitment – Many forums require members to formally recommit to confidentiality each year.
- Consult Legal Counsel – Members should seek legal advice on what they can safely share with their forum. Some companies require executives to maintain an "insider list" — including approved confidants like forum mates—who may need to sign an NDA and agree not to trade company stock.
Final Thoughts
Each forum must determine its stance on insider information, balancing trust, legal risk, and the forum’s core purpose. Ultimately, a strong forum should enable its members to discuss critical personal and business challenges while maintaining ethical and legal integrity.
Thank you to Ahal Besorai, Duncan Ball, Mo Fathelbab, Lesley Hayes, Ron Levene, Manfred Mahrle, Maggie Pax, and Terry Plochman for their input to this blog post.