SMU Law Review


Texas Gulf Sulphur’s bold ultimatum—"disclose or abstain”— enjoys an enduring place of prominence in discussions of insider trading law be- cause of the intuitive simplicity with which it asserts the expectations of investors in securities markets. As the law of information dissemination has developed into a distinct subset of federal securities law over the past fifty years, however, it is equally important to reflect on how the Texas Gulf Sulphur opinion has shaped the views of courts and regulators in crafting rules and guidelines for information disclosure. Indeed, Texas Gulf Sulphur anticipated—and continues to inform—contemporary debates relating to the dissemination of real-time material information, including questions such as how and how much material, nonpublic information should be disclosed to the public, who is in a position to make effective “disclosures” that satisfy the “disclose or abstain” rule, and the standard for determining when new information may be acted upon by insiders. Even as its influence over insider trading doctrine has waned, Texas Gulf Sulphur’s aspirational standard of “equal access to material information” continues to fuel the imagination of investors and policy makers in regulating twenty-first century securities markets.