## **Learning Outcomes**

This article explains guidance for applying the CFA Institute Standards to material nonpublic information and market manipulation, including:

- Differentiating material vs nonmaterial information and public vs nonpublic status using CFA exam-style criteria.
- Identifying when possession of material nonpublic information creates a duty to refrain from trading or recommending.
- Applying insider-trading prohibitions to tippers, tippees, and those receiving information through special or confidential relationships.
- Evaluating “patchwork theory” research to confirm that only public and nonmaterial inputs are used legitimately.
- Recognizing appropriate firm-level controls such as firewalls, watch lists, and restricted lists that support compliance.
- Distinguishing legitimate market activity from information-based and transaction-based manipulation in common exam scenarios.
- Analyzing classic manipulation schemes (pump-and-dump, wash trades, matched orders, rumor spreading, quote stuffing).
- Assessing intent and effect when judging whether conduct violates the Standards, even if clients are not harmed.
- Interpreting vignette data to determine the correct ethical response and the most conservative, Standards-compliant action.
- Practicing the exam mindset needed to quickly spot red flags in CFA-style multiple-choice and item-set questions.

## **CFA Level 1 Syllabus**

For the CFA Level 1 exam, you are expected to understand guidance for application of the CFA Institute Code of Ethics and Standards of Professional Conduct regarding material nonpublic information and market manipulation, including practical implications for analysis, trading, and communication, with a focus on the following syllabus points:

- Determining what constitutes material nonpublic information
- Requirements for avoiding insider trading and improper use of confidential information
- Responsibilities for managing “patchwork theory” research
- Identifying market manipulation practices—information-based and transaction-based—and understanding their consequences
- Applying the Standards to real scenarios through exam-style situations

## **Test Your Knowledge**

_Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision._

1. What two criteria determine whether information is considered “material nonpublic information” under the CFA Standards?
2. What are an analyst’s obligations under the Standards when in possession of material nonpublic information?
3. Which of the following is an example of market manipulation: (a) transaction-based manipulation, (b) acting on a research patchwork, or (c) selective disclosure?
4. What is the CFA guidance on “spreading rumors” or making misleading statements to affect security prices?

## **Introduction**

Material nonpublic information and market manipulation are key focus areas of the CFA Institute Code of Ethics and Standards of Professional Conduct. Strict rules prohibit trading on inside information and engaging in any practice designed to mislead or inflate market prices. CFA candidates must be able to distinguish between legitimate research and usage of information versus improper (and often illegal) activities. This article clarifies these rules, provides clear definitions, practical examples, and cautions for exam purposes.

## Material Nonpublic Information: Insider Trading

### What is Material Nonpublic Information

The Standards define information as “material” if its disclosure would likely have an impact on a security’s price or if a reasonable investor would consider it important in making an investment decision.

> **Key Term: Material Nonpublic Information**
> Material nonpublic information is data that is both “material” (capable of affecting price or investor decisions) and “nonpublic” (not widely disseminated to the market), and whose use is restricted for trading or recommending securities.

“Nonpublic” means the information has not been broadly distributed to the marketplace, such as through press releases, SEC filings, or news services reasonably accessible to investors. Selective or limited disclosure (to only a few parties) does not make information public.

CFA Standards absolutely prohibit trading (or causing others to trade) on material nonpublic information acquired through a special or confidential relationship—whether directly (insider) or indirectly (“tipper/tippee”).

> **Key Term: Patchwork Theory**
> Patchwork theory is a principle allowing analysts to combine public information with nonmaterial nonpublic information, through diligent research, to reach independent conclusions—provided no material nonpublic information is used in violation of duties.

Under patchwork theory, analysts may use nonmaterial, nonpublic data (e.g., industry contacts, customer trends) combined with public disclosures to develop an investment recommendation, as long as no material nonpublic information is misused.

### Handling Insider Information

CFA members and candidates must not:

- Trade on material nonpublic information obtained through confidential or special relationships
- Disseminate (“tip”) material nonpublic information or cause others to act (“front-running”)
- Engage in “inadvertent” trading or recommendation upon receipt of such information

To comply, firms should implement “firewalls” and physical or procedural barriers to prevent the flow of material nonpublic information among departments. When uncertain about the status of information, refrain from trading and seek legal/compliance advice.

### **Worked Example 1.1**

**Scenario:** An analyst learns, during a private call with the CFO, that the company will report triple last quarter’s earnings, information not yet released publicly. The analyst immediately recommends the stock to a client.

> **Answer:** This violates the Standards. The information is both material (likely to influence price) and nonpublic (not generally disseminated). The analyst must not act or cause others to act on such information.

## Market Manipulation: Prohibited Practices

### What Constitutes Market Manipulation

Market manipulation is any intentional action designed to deceive market participants or artificially affect the price or volume of a security. CFA Standards prohibit all forms of market manipulation, including:

- Spreading false or misleading information to impact price (“information-based” manipulation)
- Creating artificial trading volume or price movement (“transaction-based” manipulation) with no genuine market intent

> **Key Term: Market Manipulation**
> Market manipulation is deliberate conduct, such as rumor-mongering or trading activities, that intentionally misleads market participants or artificially distorts prices or volumes.

Examples of prohibited manipulation include “pump and dump” schemes, wash trades, matched orders, rumor-spreading to induce trades, and signaling the market with frequent small buys or sells without economic rationale.

It does not matter whether the manipulative activity is successful—intention is sufficient for violation.

### **Worked Example 1.2**

**Scenario:** A portfolio manager circulates an unsubstantiated rumor about a competitor’s financial distress to depress its share price, hoping to benefit from the resulting market drop.

> **Answer:** This is a clear violation. Spreading rumors to manipulate market price is explicitly prohibited under the Standards, regardless of outcome.

### Information-Based vs. Transaction-Based Manipulation

Information-based manipulation involves the dissemination of false or misleading statements. Transaction-based manipulation includes executing securities trades intended solely to mislead (e.g., wash sales, layering, quote stuffing).

Analysts must never create the appearance of active trading or attempt to influence the price through unrelated buy/sell orders.

### **Worked Example 1.3**

**Scenario:** An institutional trader places a series of small buy orders to push a thinly traded security upward, planning to sell a large position at the elevated price.

> **Answer:** This is transaction-based manipulation and a direct breach of the Standards—even if no client is harmed and the strategy is not successful.

### **Exam Warning**

> Market manipulation is a zero-tolerance area. Even if you believe everyone in the sector is "just being competitive," or no harm is intended, intention and action suffices for a breach. “Rumors,” “wash trading,” and “pump and dump” scenarios are frequent exam traps; always err on the side of caution in your answers.

## **Summary**

Material nonpublic information may not be used in trading or recommendations—unless it is both immaterial or already public, or used under patchwork theory without breach of duty. Market manipulation, whether information-based or transaction-based, is fully prohibited under CFA Standards. Analysts must always avoid actions that mislead or artificially alter market prices or volume. Strict procedural safeguards and personal judgment are necessary when information status is ambiguous.

## **Key Point Checklist**

_This article has covered the following key knowledge points:_

- Define and identify material nonpublic information and understand its “material” and “nonpublic” criteria
- Never act, or cause others to act, on material nonpublic information—this is insider trading
- Understand and apply the “patchwork theory”: combining public and nonmaterial data is allowed, but misuse of material nonpublic information is not
- Recognize all forms of market manipulation—including information-based (false statements, rumor spreading) and transaction-based (wash sales, matched orders, creating false volume or prices)
- Be aware that intent alone suffices for a violation of the Standards regarding manipulation
- Firms should implement robust control systems (firewalls, monitoring) for compliance

## **Key Terms and Concepts**

- Material Nonpublic Information
- Patchwork Theory
- Market Manipulation

Guidance for Standards application - Material nonpublic information and market manipulation