Economic Foundations of Insider Trading Regulation: A Study of U.S. and UK Jurisprudence and Lessons for Vietnam

Abstract This article examines the economic foundations that should guide reform of Vietnam’s insider trading regime. Using a law-and-economics framework, supported by doctrinal and comparative analysis, it evaluates U.S. and UK law as contrasting reference models through their regulatory rationales, institutional trade-offs, evidentiary burdens, and enforcement consequences. The U.S. fraud-based model links liability to fiduciary duty and deception, whereas the UK market-integrity approach focuses on information asymmetry, market fairness, investor confidence, and enforceability. The analysis shows that Vietnam’s current framework lacks a coherent regulatory rationale, generating uncertainty in defining inside information, determining liable persons, and coordinating administrative and criminal liability. It argues that the UK approach provides a more suitable conceptual foundation for Vietnam but rejects wholesale transplantation. Instead, Vietnam should selectively adopt a market-integrity rationale, clarify liability standards, preserve differentiated administrative and criminal responsibility, strengthen evidentiary and enforcement mechanisms, and incorporate safeguards against overregulation.