The document discusses trade secrets, conflict of interest, and insider trading. It defines trade secrets as confidential business information that provides a competitive advantage. Several factors are discussed for determining what qualifies as a trade secret, including money spent developing the information. Conflict of interest refers to situations where personal interests conflict with professional obligations. Types of conflict of interest include biased judgment, direct competition, misuse of position, and confidentiality violations. Insider trading involves illegally using confidential corporate information for stock trades. The document argues that both trade secrets and insider trading negatively impact fairness.

1. Professional Business Ethics 22-04-2015
Trade Secrets & Conflict
of Interest
Presented by
Pray for me reader
1

2. Scheme Of Presentation 1
2
 Trade Secret
 Employee’s obligation and right toward their
organization.
 Factors determining information to protect as Trade
secret.
 3 Major arguments regarding Trade Secret.
 How to Extract Information.
 Objectives of Information Gathering.
 Un-Ethical Intelligence Gathering.

3. Scheme Of Presentation 2
3
 Conflict of interest.
 Actual & Potential Conflict of Interest.
 Kinds of Conflict Of Interest.
 Insider Trading.
 Summarizing the key points.

4. 4
What is Trade Secret in your
opinion?

5. Trade Secret
5
 It can be defined as
 A Formula, Pattern, Device, Set of info Which
gives you opportunity to have advantage over
competitors who don’t know or use it
 Examples of Trade secrets are
 Manufacturing process, Ingredients, Chemical
composition

6. Employee’s obligation and right toward
their organization.
6
Employee Role Companies Role
Employee has obligation of
confidentiality not to disclose any
info acquired during their job.
Employees have right to change
job or start up new business of their
own using skill and knowledge they
acquired from former employer
Companies can use their own
employee Knowledge or skills that is
legally acquired elsewhere and to
gather legitimate competitor
intelligence.

7. Factors determining information to
protect as Trade secret
7
 Extent information is known outside the organization.
 Extent it is known by employees and other involved in
business.
 Extent of measures taken to guard the information.
 Value of information to Employer and it’s Competitor.
 Amount of money or effort expended to developing the
information.
 Difficulty or ease by which information can be acquired or
duplicated by others.

8. 8
Activity
What is the most important factor in
your opinion to protect information as
Trade Secret & why?

9. What we think
9
Amount of money or effort expended to developing
the information.
 R&D factor
 Employers Capital has been used.

10. 3 Major arguments regarding Trade secret
protection
10
 Trade Secret as kind of property
 Principle of fair competition
 Obligation of Confidentiality

11. Trade Secrets As Property
11
 Trade secrets with patent and copy rights are
regarded as intellectual property(intangible property).
 Owner has right to use, sell, license, or assign
ownership to others.
 If Some one use his own time, material and facilities
then he has a right to be known as sole owner of
product.
 Whereas if an employee use the resources of
Employer then whatever he will invent will belong to
Employer.

12. 12
Activity
Read Waxler case carefully and identify the court
order was it right in favor of Alvin Green berg? if
yes why if no why?

13. Our opinion on Waxler Case
13
 Employer should be having legal document for
protectable trade secret.
 Employer must have a confidential relationship.
 Greenberg did not violated the obligation of
confidentiality. Because he was the real owner to
the formulas.

14. Argument of Fair Competition
14
 This argument hold that
“companies are at disadvantage when information
which they expended resource on is being used by
competitors without a cost”

15. Career Issues of Employees ( Two Sides of
Fairness Argument)
15
 Limits the personal freedom of the employee
 Stops further advancement in the industry
 Employee gets bound by the acquisitions of trade
secrets.
 Can’t use his gained knowledge and experience in
the industry.

16. The Confidentiality Argument
16
Not to use or to communicate information
confidentially given him by principal or acquired by
him on account of his agency to the injury of the
principal, on his own account. Unless the information
is a matter of the general knowledge.

17. The Confidentiality Argument
17
 Obligation of confidentiality does not end with the
employment relation.
(Exists from one job to another)
 Strong Support to the Employers (To Trade secret
protection)
 It is also limited by the right of employees (usage of
skill and knowledge in trade – Occupation)

18. How to Extract Information
18
 By the help of computes.
 Through Open excess data base.
 Gathering Information from Different mediums
 News Sources
 Trade publications
 Court Records
 Presentation at Industry Meetings
 Suppliers
 Competitors

19. Objectives of Information Gathering
19
“On the basis of this extracted Information the
conclusion is made regarding company & than
strategies are made accordingly for the betterment
and profit.

20. UNETHICAL Intelligence Gathering 1
20
 Theft & Receipt of unsolicited Information
 Improper way – Method of acquiring Information
 Reasons :
 To take revenge from Employer
 Selling it for Monetarily reasons – ( Lust of Money )
 To get a new job – Advance Career

21. UNETHICAL Intelligence Gathering 2
21
 Misrepresentations
 Deception – Gain Information by false Methods.
 Violates the duty to be honest in all dealings
 Improper influence
 Bribery
 Not only bribery but other job opportunities
 For career benefit.

22. UNETHICAL Intelligence Gathering 3
22
 Covert surveillance
 Some methods for gathering information Intrude
because
 Companies have not recognized them to prevent the leakage of
info.
 Factors involve in Covert surveillance :
 Employees who talk about confidential matters in public places.
 Planting hidden microphones in competitors place
 Hidden camera's.
 Spying

23. What is Conflict of interest?
23
Conflict of Interest is a personal interest that came
into conflict in the interest of employer or
organization.

24. 24
Explain
Case given in COI Page 145.

25. Better understanding of Conflict of Interest
25
 A conflict of interest is a situation in which a person
or organization is involved in multiple interests or
personal interest such as (Financial, emotional,
Monetary), one of which could possibly corrupt the
motivation or obligation of the individual or
organization.

26. What is Fiduciary – Conflict of Interest
26
 A fiduciary is a person who holds a legal or ethical
relationship of trust between himself and one or
more other parties (person or group of persons).
 Ordinary seller and buyer concept
 Fiduciary and client have more strong relation as
compared to the Ordinary sales man
 Trust factor is involved.

27. Actual & Potential Conflict of Interest
27
Actual COI Potential COI
When personal interest leads a person
to act against the interest of employer
or organization.
When there is a possibility that a
person will fail to fulfill the obligation to
act in the interest of other, even
though the person has not done so.
Example : R Foster Winans was
clearly in actual conflict of interest – “
He engage in stock trading” (Personal
Interest)
All reporters face potential Conflict of
interest in writing stories that could
have impact on there own financial
holding.

28. 28
Activity
What is Personal and Impersonal COI?
Provide Example!

29. Personal & Impersonal COI
29
Personal COI Impersonal COI
This conflict arise when a person is
obligated to act in the interest of two
different person or organizations,
who’s interests conflict
A conflict where the resolution
benefits/affects persons or entities
other than yourself.
A lawyer who has a personal interests
that conflict with the interest of the
client has the personal conflict of
interest.
Where as lawyer who represent two
clients with conflicting interest faces
an impersonal COI.

30. Kinds of Conflict Of Interest (COI)
30
 Biased judgment
 Direct Competition
 Miss use of Position
 Violation of Confidentiality

31. Biased Judgment
31
 Not being neutral is called biasness.
 Placement of confidence in professional judgment.
 Factors influence the Judgment of an employee.
 Outside Business interest
 Stock and investment in other companies.
 Wrong relations with competitors.
 Conflict of interest occurs when an employee is in
position to make decision that effect.
 family members
 relatives
 close associates

32. Direct Competition
32
 A competition in which employee engages
him/herself in competition with his employer or
organization is known as direct competition.
 Example of Xerox
 His skills related to the technicalities are from Xerox.
He is bound to use such services outside because
they belong to Xerox.

33. Misuse of Position
33
 Misuse of position is when someone uses an
available resource improperly or incorrectly.
 Giving unnecessary favors
 Harming people by power
 Violating rights of people.
 Example of a Bank Manager. (Conflict Of interest)
 Choose her Brother unfairly.
 Employer has obligation to not use
 Powers
 opportunities
For personal gain.

34. Violation of Confidentiality
34
 Violation of set of rules or a promise that limits
access or places restrictions on certain types of
information is called Violation of confidentiality.
 Confidential business information is a property
owner
 It’s a right of organization to keep its information
classified.
 Example of R.Foster Winans.

35. Insider Trading
35
The illegal practice of trading on the stock to one's
own advantage through having access to
confidential information.

36. Key points for the person engaging in
insider trading
36
Person who trades on material or nonpublic
information is engaging in insider trading when:
 Trader violated legal duty to corporation and organization
 Source of information has a duty and trader knows that
source is violating the duty.(duty to protect the
information)

37. Two arguments Against Insider Trading
37
 Property Right
 The Fairness Argument

38. The Property Rights
38
 Those who trade on
 Secret Material
 Non public information
 Are stealing property that belong to some other
organization.
 Because that organization has spend money on developing
that information.
 So they are the real property owner.

39. 39
 Because that organization has spend money on
developing that information.
 So they are the real property owner.

40. The fairness argument
40
 This argument holds that
“Trader who use inside information has unfair
advantage over other investors”
 Why?

41. What we think
41
Because obviously other investors don’t have such
information, they are playing fair game.

42. Summarizing the key points 1
42
 Trade secrets should be protected and registered as
property rights.
 Secrets are the strengths of the companies.
 Core for the competitive advantages.
 Companies should be care full about the classified
information.
 Employees role is of Morality and loyalty.

43. Summarizing the key points 2
43
 COI tell us about the personal interest of the
employees came in conflict with the organizational
interest.
 Loyalty and morality also matters in COI.
 One should be considered on level of equality as we
read in the case of a bank manager.
 Misuse of position should be stopped. And fair
judgment should be done.

44. Summarizing the key points 3
44
 Illegal trading practices should be banned.
 Avoid the unfair advantage which harms the
Investors & Employer.

45. 45
Thank You.