Call Option Trading Secrets

 

 

 

 

 

 

Article on “INSIDER TRADING”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

Samant Kumar

5th year BBA LLB,

Symbiosis Law School, Pune.

 

 

 

 

 

Introduction:

 

“Insider trading” is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. By selecting this topic I would like to draw the attention on both the legal and illegal aspect of insider trading. Due to the illegal practice of insider trading it leads to a huge loss to investors and loses the confidence of investors.

The “Objectives and Principles of Securities Regulation” published by the International Organization of Securities Commissions (IOSCO) in 1998 and updated in 2003 states that the three objectives of good securities market regulation are:

 

(1) investor protection,

(2) ensuring that markets are fair, efficient and transparent, and

(3) reducing systemic risk.

 

The discussion of these “Core Principles” state that “investor protection” in this context means “Investors should be protected from misleading, manipulative or fraudulent practices, including insider trading, front running or trading ahead of customers and the misuse of client assets.”

 

I have adopted the Doctrinal research methodology to present an article on Insider Trading. This article is prepared by going through many books and various websites for collecting data. Although I tried my level best to collect the cases related to Insider Trading but in our country only 10 to 12 cases are reported annually. So, does India has fewer incidences of insider trading or are our systems/ laws not geared enough to detect such cases?

 

Some economists and legal scholars like Henry Manne, Milton Friedman, Thomas Sowell, Daniel Fischel, Frank H. Easterbrook argue that laws making insider trading illegal should be revoked. They claim that insider trading based on material nonpublic information benefits investors, in general, by more quickly introducing new information into the market.

 

Milton Friedman, laureate of the Nobel Memorial Prize in Economics, said: “You want more insider trading, not less. You want to give the people most likely to have knowledge about deficiencies of the company an incentive to make the public aware of that.” Friedman did not believe that the trader should be required to make his trade known to the public, because the buying or selling pressure itself is information for the market.

 

Other critics argue that insider trading is a victimless act: A willing buyer and a willing seller agree to trade property which the seller rightfully owns, with no prior contract (according to this view) having been made between the parties to refrain from trading if there is asymmetric information.

 

Insider trading is the use for gain of secret information about publicly traded investments by those who are privy to that information and who should not be taking advantage of their knowledge of that information. The common investors are denied the same opportunities as the insider dealers to make profits because they do not have access to the information which the insiders have. It is easier to identify the beneficiaries of insider dealing than the persons who lose thereby. The extent of losses occurring is impossible to calculate. Insider dealing also leads to loss of confidence of investors in stock market as they feel that the market is rigged and only the few who have inside information benefit and make profits from their investments.

 

With a view to strengthening the existing Insider Trading Regulations and to create a framework fro prevention of insider trading, a committee was constituted by SEBI under the chairmanship of Shri Kumar Mangalam Birla. The recommendations of the Committee were considered by the SEBI board and the amended regulations notified in the Gazette on 20th February, 2002. SEBI had framed the Insider Trading Regulations with the approval of the Central Government under the Securities and Exchange Board of India Act, 1992.

 

Who is an insider?

 

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, say, “insider” is any person who, is or was connected with the company, and who is reasonably expected to have access to unpublished price-sensitive information about the stock of that particular company, or who has access to such unpublished price sensitive information.

Connected person shall mean any person who is a connected person six months prior to an act of insider trading.

Unpublished information means information which is not published by the company or its agents and is not specific in nature. Speculative reports in print or electronic media shall not be considered as published information.

Information that could be price sensitive includes periodical financial results of a company, intended declaration of dividend, issue or buyback of securities, any major expansion plans or execution of new projects, amalgamation, merger, takeovers, disposal of the whole or substantial part of the undertaking and any other significant changes in policies, plans or operations of the company. The prices of most securities reflect the available

However, insider trading isn’t always illegal. Trading by a company insider in its shares is not violation per se and is legal. What is illegal is the trading by an insider on the basis of unpublished price-sensitive information.

Insider trading violations may also include ‘tipping’ such information and the person using it.

In the United States and many other jurisdictions, however, “insiders” are not just limited to corporate officials and major shareholders where illegal insider trading is concerned, but can include any individual who trades shares based on material non-public information in violation of some duty of trust.

 

SEBI’s definition of an insider is very comprehensive.

 

And their relatives

 

Relatives as per Companies Act

 

1. Father                                                         12. Son’s daughter

2. Mother                                                        13. Son’s daughter’s husband

3. Son                                                             14. Daughter’s husband

4. Son’s wife                                                  15. Daughter’s son

5. Daughter                                                    16. Daughter’s son’s wife

6. Father’s father                                           17. Daughter’s daughter

7. Father’s mother                                         18. Daughter’s daughter’s husband

8. Mother’s mother                                        19. Brother

9. Mother’s father                                          20. Brother’s wife

10. Son’s son                                                21. Sister

11. Son’s son’s wife                                     22. Sister’s husband

 

But several close relatives are excluded

-All in-laws (Brother-in-law, Father-in-law etc.)

-Brothers’ wife’s brother etc.

 

Government employees are also excluded: Government employees who learn of price-sensitive information because of their employment by the government.

 

SEBI’s definition of price sensitive information is comprehensive

 

(i) Periodical financial results of the company;

(ii) Intended declaration of dividends (both interim and final);

(iii) Issue of securities or buy-back of securities;

(iv) Any major expansion plans or execution of new projects;

(v) Amalgamation, mergers or takeovers;

(vi) Disposal of the whole or substantial part of the undertaking;

(vii) Any significant changes in policies, plans or operations of the company.

 

However, why was the following dropped in the amendment in 2002?

 

Such other information as may affect the earnings of the company. The range of situations in which one comes to possess valuable Information is extensive and the law should be amended to cover as many typical situations as possible.

 

We have a weak and delayed dissemination process:

 

Stage 1

 

Disclosure of interest by inside insiders

 

Initial Disclosure: Any person, who is a director or officer of a listed company, shall disclose to the company in Form B, within 4 working days of becoming a director or officer of the company.

Continual Disclosure: Any person, who is a director or officer of a listed company, shall disclose to the company in Form D, and any change exceeding Rupees 5 lac in value or 25000 shares or 1% of total shareholding or voting rights, whichever is lower.

 

Additional information filed by inside insiders

 

-All holdings in securities of that company

-Periodic statements of all transactions

-Annual statement of all holdings

 

Disclosure of interest by outside insiders

 

Initial Disclosure: Any person who holds more than 5% shares in any listed company shall disclose to the company in Form A, on becoming such holder within 4 working days

 

Continual Disclosure: Any person who holds more than 5% shall disclose to the company in Form C and change in shareholding, even if such change results in shareholding falling below 5%, if there has been change exceeding 2% of total shareholding or voting rights in the company.

 

Poor monitoring: There is no efficient monitoring by the exchanges of compliance of such filings

 

Stage 2

 

Disclosure by company to exchanges

 

 

Stage 3

 

Dissemination by exchanges to the market

 

The disclosures made to exchanges are required to be disseminated by them to investors in a quick and efficient manner through the exchange network as well as through their websites.

 

Is disclosure by exchanges quick and efficient?

There is no format in the regulation for disclosures from exchanges to the market

(Which actually is the most important).The 4 forms (A to D) are not made available on the website. There are a few diligent insiders who file information. However, these filings are impossible to find or make any use of

How does insider trading work?

 

An insider buys the stock (he might also already own it). He then releases price-sensitive information to a small group of people close to him, who buy the stock based on it, and spread the information further. This results in an increase in volumes and prices of the stock. The inside information has now become known to a larger group of people which further pushes up volumes and prices of the stock.

After a certain price has been reached, which the insider knows about, he exits, as do the ones close to him, and the stock’s price falls. Those who had inside information are safe while the ordinary retail investor is stuck holding a white elephant as, in many cases, the ‘tip’ reaches him only when the stock is already on a boil.

The regular investor gets on the bandwagon rather late in the day as he is away from the buzz with no direct connection to the ‘real’ source. He buys the overvalued stock due to imbalance in the information flow.

 

Is all Insider Trading illegal?

 

It is a term that most usually associates with illegal conduct. The term actually includes both legal and illegal conduct.

The legal version is when corporate insiders (inside insiders) buy and sell stock in their own companies. They must, of course, report their trades to the stock exchanges.

Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security.

Insider trading violations may also include “tipping” such information, securities trading by the person “tipped,” and securities trading by those who misappropriate such information.

 

Objectives of Regulations:

 

The objective of regulation is to prevent insider trading by prohibiting dealing, communicating on matters relating to insider trading. The regulation provides that no insider shall:

 

 

 

 

 

 

Power to make inquiry or inspection:

 

If SEBI suspects that any person has violated any provisions of these regulations, it may make inquiries with such persons as it deem fit, to form a prima facie opinion as to whether there is any violation of SEBI regulations on insider trading.

SEBI may appoint one or more officers to inspect the books and records of insiders or any other persons as mentioned in section 11(2) (i) of the SEBI Act.

 

Some Cases:

 

 

 

 

Conclusion and Recommendations:

 

Our systems do not capture majority of the insider trades

 

 

The shareholding format needs to change drastically

 

 

 

 

BIBLIOGRAPHY

 

Books and treatises

 

 

 

Websites