Japan's Financial Instruments and Exchange Act defines a listed company's "material facts" in four types: decisions, occurrences, financial results, and a catch-all clause1. The decision to launch or call off a tender offer is separately defined as a "tender offer fact". These two categories are the information covered by Japan's insider trading rules.

The US Rule 10b5-1 uses the term "material nonpublic information" but does not define or list it, and states that insider trading law is defined by judicial opinions2. The EU Market Abuse Regulation defines "inside information" as information of a precise nature that has not been made public and that, if made public, would be likely to have a significant effect on prices3.

"Material fact" is the term in the Japanese statute and refers to the types of facts the statute defines, including the catch-all clause. "Material nonpublic information" is a term used on this site to refer to the information under all three regimes together.

Notes

  1. Financial Instruments and Exchange Act, Article 166, paragraph 2, items 1 to 4, and Article 167, paragraph 2 (in Japanese). ↩

  2. 17 CFR 240.10b5-1(a) and (b). Paragraph (b) also states that insider trading law is defined by judicial opinions. ↩

  3. Regulation (EU) No 596/2014, Article 7, paragraph 1(a) (Inside information). Checked against the text as adopted in 2014. ↩