S. 5320 — Insider Trading Prohibition Act

This section prohibits any person from purchasing, selling, or entering into a security or security-based swap while aware of material nonpublic information obtained through theft, misappropriation, breach of fiduciary duty, or other wrongful means, or from wrongfully communicating such information to others who then trade on it. It establishes knowledge standards that include reckless disregard and conscious avoidance, and exempts transactions that comply with Rule 10b5-1.