Insider Trading
Regulations also prohibit insider trading. It is illegal for anyone to transact in securities
to profit from inside information, that is, private information held by officers, directors,
or major stockholders that has not yet been divulged to the public. But the definition of
insiders can be ambiguous. While it is obvious that the chief financial officer of a firm is
an insider, it is less clear whether the firm’s biggest supplier can be considered an insider.
Yet a supplier may deduce the firm’s near-term prospects from significant changes in
orders. This gives the supplier a unique form of private information, yet the supplier
is not technically an insider. These ambiguities plague security analysts, whose job is
to uncover as much information as possible concerning the firm’s expected prospects.
The dividing line between legal private information and illegal inside information can be
fuzzy.
The SEC requires officers, directors, and major stockholders to report all transactions
in their firm’s stock. A compendium of insider trades is published monthly in the SEC’s
Official Summary of Securities Transactions and Holdings. The idea is to inform the public
of any implicit vote of confidence or no confidence made by insiders.
Insiders do exploit their knowledge. Three forms of evidence support this conclusion.
First, there have been well-publicized convictions of principals in insider trading schemes.
Second, there is considerable evidence of “leakage” of useful information to some trad-
ers before any public announcement of that information. For example, share prices of firms
announcing dividend increases (which the market interprets as good news concerning the
firm’s prospects) commonly increase in value a few days before the public announcement
of the increase. Clearly, some investors are acting on the good news before it is released
to the public. Share prices still rise substantially on the day of the public release of good
news, however, indicating that insiders, or their associates, have not fully bid up the price
of the stock to the level commensurate with the news.
A third form of evidence on insider trading has to do with returns earned on trades by
insiders. Researchers have examined the SEC’s summary of insider trading to measure
the performance of insiders. In one of the best known of these studies, Jaffee
4
examined
the abnormal return of stocks over the months following purchases or sales by insid-
ers. For months in which insider purchasers of a stock exceeded insider sellers of the
stock by three or more, the stock had an abnormal return in the following 8 months of
about 5%. Moreover, when insider sellers exceeded insider buyers, the stock tended to
perform poorly.
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How Securities Are Traded
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