國會議員與內線交易──兼論證券交易法「基於職業關係獲悉消息之人」之範圍

Members of Congress and Insider Trading: The Scope of Persons Learning Inside Information Based on their Vocations under Securities Act

國會議員執行職務時常接觸各項法案、政策，這些訊息往往足以影響個別公司的股票價格。若國會議員利用此訊息進行股票交易時，是否構成內線交易？在美國法之下，學者間爭辯已久，二○一二年經參、眾兩院通過，並由總統簽署公布「停止利用國會見聞交易法」（Stop Trading on Congressional Knowledge Act, STOCK），澄清國會議員利用國會見聞進行證券交易並不豁免內線交易責任，長久以來的爭議終告平息。我國雖尚未有國會議員因利用國會見聞進行證券交易而遭起訴、判決之案例，但基於相同的人性，亦有發生的可能，則我國證券交易法內線交易規定可否規範這類行為？本文由美國法制之介紹、適用與爭議出發，再介紹「停止利用國會見聞交易法」內容。接著再以我國與美國法加以比較，探討我國法制如何適用於國會議員利用國會見聞從事證券交易，並評估是否應引進美國「停止利用國會見聞交易法」。

It has long been suspected that members of Congress frequently trade on material nonpublic information that they learned from their position. However, it has also been controversial whether Rule 10b-5 and other insider trading regulations can be applied to these acts among scholars. In 2012, Stop Trading on Congressional Knowledge Act (STOCK act) has been adopted by Congress and signed by President; the above dispute seems to be ceased. In Taiwan, securities regulations have long been impacted by U.S. laws. Should we consider transplanting STOCK act from U.S.? In the article, the author compare the differences of insider trading regulations between Taiwan and U.S. Based on that, this article finds that the difficulties to implement insider trading regulations are also different between Taiwan and U.S. In sum, this article concludes that we do not have to transplant STOCK act, but the insider trading regulations should be amended to fill loophole in laws.