Types of Insider Trading
Legal insider trading occurs when company insiders trade shares after properly disclosing their transactions and using only publicly available information.
Illegal insider trading happens when someone buys or sells securities using unpublished price sensitive information that gives an unfair advantage.
Tipping is another type, where insiders share confidential information with others who then trade for profit.
Misappropriation involves using information that is leaked, stolen, or misused for personal gain.
What are the effects of insider trading?
Insider trading can have severe consequences for financial markets and investor confidence. The key impacts include:
- Providing certain individuals with an unfair advantage, undermining equitable trading conditions.
- Eroding trust in the transparency and reliability of the markets.
- Distorting stock prices and exposing unsuspecting investors to potential financial harm.
- Reducing market efficiency and hampering free flow of accurate information.
How does SEBI regulate insider trading?
The Securities and Exchange Board of India (SEBI) identifies several categories of individuals and entities whose trading activity may be considered insider trading. These include:
- Close family members of corporate insiders.
- Subsidiaries or holding companies associated with the listed entity.
- Senior executives of parent organisations.
- Officials from clearing houses or stock exchanges.
- Members of boards or trustees in asset management and mutual fund firms.
- Chairpersons or directors of public financial institutions.
SEBI prohibits such individuals from accessing or sharing Unpublished Price Sensitive Information (UPSI), unless mandated by law or judicial requirement.
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SEBI regulations against insider trading
As per Section 11(2)(E) of the Companies Act, 1956, insider trading is restricted to:
- Promote equal market access for all participants.
- Preserve fairness and integrity in trading activities.
- Prevent asymmetrical access to corporate information.
Information considered sensitive, and thereby subject to insider trading scrutiny, includes:
- Announcements of dividends
- Financial performance reports
- Security issuances or buy-back schemes
- Strategic policy changes
- Planned mergers, acquisitions, or takeovers
Hypothetical examples of insider trading
To better illustrate insider trading, consider the following fictional examples:
- A company director learns that quarterly results will exceed expectations. They purchase a large number of shares beforehand and later sell them at a profit after the results are announced and the share price surges.
- A medical researcher working on a breakthrough drug finds the trial data promising. Before public release, they buy shares in the pharmaceutical firm, benefiting financially once the market responds positively to the news.
These examples illustrate various scenarios where individuals with access to non-public information exploit that information for personal financial gain, thereby violating securities laws against insider trading.
Real-life examples of insider trading
- Martha Stewart: Stewart sold her shares in ImClone Systems based on confidential knowledge that the stock would drop, avoiding losses. She was later convicted of securities fraud and served a prison sentence.
- Reliance Industries: SEBI penalised RIL and barred it from derivatives trading for manipulating stock prices to bypass legal trading limits.
- Joseph Nacchio: The former Qwest Communications CEO sold shares using insider knowledge of the company’s poor financial health, later receiving a prison sentence.
- Yoshiaki Murakami: This Japanese investor was found guilty of trading NBS shares based on undisclosed tender offer information, receiving a suspended sentence and fines.
- Raj Rajaratnam: Founder of the Galleon Group hedge fund, he used insider information from tech company executives to gain illicit profits. His conviction resulted in an 11-year prison sentence.
- Amazon: Brett Kennedy, an ex-Amazon analyst, shared confidential earnings data with a former classmate in exchange for payment, resulting in significant illegal profits and SEC action.
Penalties for insider trading
Consequences for insider trading can vary but typically include:
- Fines: Substantial monetary penalties based on the amount of illegal profit earned.
- Imprisonment: Serious breaches may result in custodial sentences.
- Restitution: Courts may order the return of unlawfully gained earnings.
- Civil sanctions: Regulatory bodies may impose bans on trading, revoke licences, or enforce other professional restrictions.
When is Insider Trading illegal?
Insider trading becomes illegal when someone trades based on unpublished price-sensitive information that is not accessible to the public.
It is unlawful if the information is obtained through confidential access, leaks, or misuse of a trusted position.
Sharing or tipping others with such information for personal gain is also prohibited.
Illegal insider trading disrupts fairness and harms investor confidence.
When is Insider Trading legal?
Insider trading is legal when the information used is already publicly available to all investors.
Trades made by company insiders are allowed if they follow disclosure requirements and report transactions to regulatory authorities.
Buying or selling shares under pre approved trading plans is permitted since it avoids misuse of unpublished information.
Legal insider trading ensures transparency and maintains fairness in the market.
Conclusion
Insider trading poses a threat to the integrity and working of the Indian financial market. Ultimately, combating insider trading is essential for fostering a fair and trustworthy market environment. This benefits all participants, from individual investors to businesses seeking capital, ensuring an even playing field and promoting healthy economic growth.