This thesis addresses two important issues necessary to understand whether insider trading should be prohibited: the effects of insider trading on stock prices and the compensation to insiders for providing information and other related services. This task is accomplished by analyzing stock price changes during corporate takeovers, before and after the regulatory changes in the 1980's that were designed to reduce the level of insider trading. In this thesis, we develop an indirect measure of insider trading that shows how observable stock price movements during takeovers allow one to make inferences about changes in insider trading after regulatory changes. Specifically, we show that when inside information is partially revealed to the market, the effects of regulatory changes on insider trading can be identified by examining the price movements of stocks around takeover announcements. If, however, information is not revealed at all or is fully revealed, it is impossible to identify the effects of regulatory changes on insider trading. We also develop a segmented diffusion model to analyze price movements characterized by cumulative abnormal returns during the period surrounding a takeover announcement. An econometric model is developed to estimate the segmented diffusion model. Naturally, this methodology applies to the study of various events in addition to corporate takeovers and regulatory changes. We conduct empirical analysis to test three hypotheses. With regard to Hypothesis I, we find strong evidence that the tightening of insider trading regulations in the 1980's was effective and that inside information was partially revealed to the market. With regard to Hypothesis II, we find evidence that insider trading regulations have more effect on negotiated takeovers than on takeovers initiated by bidding. With regard to Hypothesis III, we find weak evidence that insiders associated with acquiring firms seek fewer but more profitable takeovers after the introduction of tighter regulations. / Business, Sauder School of / Graduate

Stock options increasingly feature as part of CEO compensation, and there is evidence that CEOs of South African listed target companies engage in the practice of awarding themselves more options prior to takeover. This finding is consistent with CEO behaviour of foreign companies as explained by literature. After the recent financial crisis of 2008, there is a greater likelihood that financially stable companies might consider acquiring struggling companies with attractive potential future earnings. By gaining insight into the practices of stock option grants to CEOs, acquiring companies can ensure fair practice as well as not paying an undue premium for a target company. This study was conducted using a sample of 39 Johannesburg stock exchange (JSE) listed target companies, which were acquired during the period 2005- 2009. The focus was on the number of options awarded prior to the announcement date of the takeover in relation to subsequent options awarded. A median test, together with a Chi-squared test was used to evaluate the independence of option grants prior to acquisition and the actual acquisition transaction. Strong evidence was found that these two activities are not independent. Copyright / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

Insider trading and earnings management (EM) have traditionally been associated with fraud and corporate scandals. Corporations involved in fraudulent financial reporting or earnings manipulations were assumed to have used insider trading patterns to manipulate earnings, thereby concealing information from investors. The purpose of this quantitative, non-experimental study was to examine the association between insider trading patterns and EM citations among a randomly selected sample of publicly traded companies. The research question pertained to the association between the number of EM citations and whether a firm exhibited patterns of insider trading among publicly traded firms. The theoretical framework was based on accounting, auditing and financial theories. Archival data were collected in the form of financial statements from annual reports of 77 companies submitted to the Securities and Exchange Commission. A multiple linear regression was used to answer the research question to determine whether there was an association between insider trading patterns and EM. Results of descriptive statistics and regression analysis revealed that, after controlling for the firm size, a significant association existed between the number of EM citations and patterns of insider trading in the sample of publicly traded firms. A positive relationship, wherein firms with patterns of insider trading had more EM citations as indicated from the regression results. These findings may encourage investors, regulators, auditors, the public, and other interested parties to work with researchers to foster confidence in financial markets and the accounting profession, and to redeem the mistakes made by companies in the past.

This study examines board meetings’ role in reducing the information gap between managers and independent directors. Using abnormal returns to insider trades as a proxy for insiders’ information level, I find no association between board meetings and the manager-director information gap for the pre-2003 period. However, in the post-2003 period, board meetings significantly increase directors’ information level relative to that of managers. I next identify that board meetings’ informational role is driven by the 2003 NASDAQ and NYSE board independence requirements. Further analyses support a causal link between board meetings and the smaller manager-director information gap post-2003. Furthermore, board meetings’ information role is more pronounced for directors who are relatively new to the firm, diverse directors, directors with outside connections, and directors sitting on certain committees. Lastly, using a subsample of firms that voluntarily disclose disaggregated information on board meetings, I find that the form of board meetings also matters: in-person board meetings reduce the manager-director information gap, while remote board meetings do not. Overall, board meetings’ informational efficacy depends on mandatory board independence, independent directors’ characteristics, and board meetings’ organizational forms.

In 1995 Congress passed the Private Securities Litigation Reform Act to address several perceived abuses in securities fraud class actions. In the aftermath of Enron, WorldCom, and other high profile securities litigation, critics suggest that the law made it easier for firms to escape securities fraud liability and thus created a climate conducive to fraud. Proponents maintain that the PSLRA has deterred the filing of nonmeritorious cases. This article explores whether the PSLRA achieved Congress's twin goals of "curb[ing] frivolous, lawyer-driven litigation, while preserving investors' ability to recover meritorious claims." The empirical evidence suggests that, in many respects, the PSLRA did achieve several of Congress' goals. There has been a reduction in the number of securities class actions filed. The PSLRA has improved overall case quality, particularly in the circuit with most stringent interpretation of the heightened pleading standard. In general, Congress seems to have achieved its goal of reducing the race to the court by increasing the filing delay in securities class actions. However, a stricter interpretation of the pleading standard does not affect this. The PSLRA does little to reduce the incidence of litigation for high technology issuers, but the evidence suggests that the litigation risk has substantially decreased for these issuers. Overall, the monitoring of attorney's effort increased, but institutional investors are no better at monitoring than other lead plaintiffs. The findings also suggest that lead plaintiffs forcing plaintiff's attorneys to compete for designation as lead counsel has resulted in lower attorney's fees. The observed effect is greater when the lead plaintiff is an institutional investor.

In the first essay we study whether and how personal off-the-job managerial indiscretions impact corporate insiders’ trading behavior. We find that executives accused of personal indiscretions earn significantly higher abnormal returns from their insider purchases and sales in a 15-day window around each trade. The results are robust to matched sample analyses. Further, insiders’ historical trading pattern or corporate culture has less explanatory power than personal attributes. We also document that exposure of these indiscretions to the public provides a disciplinary effect, as insider trading profits significantly drop following the announcement of an indiscretion, despite this drop being temporary. Corporate governance mechanisms, such as blackout policies, significantly reduce abnormal returns earned by indiscretion executives. In the second essay we find that individualistic countries regulate insider trading activities more intensely. The result is robust to controlling for alternative culture variables, additional controls, and instrumental variable analysis. We also document that individualism’s effect is magnified in democratic countries. In addition, we study the economic and financial consequences of individualism, insider trading regulation, and its enforcement. The analysis suggests that individualism and the enforcement of insider trading regulation promote financial development. Interaction effects reveal that individualism and insider trading regulation serve as complements to promote financial development. These findings contribute to the insider trading debate since regulation alone may not be the primary determinant of market efficiency. Combined, our results challenge prior works concluding that individualism is anti-regulation. In the last essay we explore the relation between insider trading regulation and the cost of equity in a country. Bhattacharya and Daouk (2002) conduct a comprehensive survey of 103 countries on whether insider trading law exists and has been enforced. They find that the enforcement of insider trading law, not the existence, can significantly reduce the cost of equity in a country. In this paper, we use an updated sample to reevaluate this topic and answer whether this relation still holds after adding 20 years of new data. Preliminary results show that countries with lighter insider trading regulation and countries that have enforced insider trading laws tend to experience lower cost of equity.

Yes / Purpose – The purpose of this paper is to investigate the impact of insider trading on subsequent stock returns in the UK, with a specific focus on the impact of the global financial crisis of 2007-2008 on the relation between CEO and CFO stock purchases and returns. Design/methodology/approach – The empirical analysis uses 10,230 purchases executed in 679 UK firms by 1,477 directors during the period from 2000 to 2010. Subsequent market-adjusted stock returns are regressed on a set of firm-specific accounting, market and corporate governance variables as well as the characteristics of CEOs and CFOs. Additionally, the analysis distinguishes between the opportunistic and routine trades. Findings – The findings reveal that the position of the trading director and the nature of their trades are important in determining the impact on returns of insider trades. In particular, CEO purchases are on the whole more informative than CFO purchases and opportunistic purchases. The trades in the post-crisis period have a greater impact on subsequent stock returns. Research limitations/implications – The empirical analysis is limited to the trades made by two executives. Future research should consider inside trades by all directors and distinguish between executive and non-executive directors. Also, a behavioral measure should be developed to test if the financial crisis affected the trading behavior of directors and whether directors use insider trading strategically to signal information to the market. Practical implications – The impact of directors’ dealings on stock returns is not homogeneous. Financial analysts and investors should pay more attention to different types of trades and the identity of trading director. Originality/value – This paper, to the authors’ knowledge, provides the first attempt that combines in the same framework the identity and personal attributes of trading executive directors, firm-level corporate governance features, the nature of purchase transactions and the trading period characteristics. Furthermore the empirical analysis is carried out during a period that also covers the recent global financial crisis period and its immediate aftermath.

本文所稱之「先購後併」乃係指併購公司或公開收購公司於併購或公開收購消息公開前，於市場上先行購買目標公司之股份提前佈局的行為，亦有以「立足點持股」或「預先持股」稱之。於先購後併之情況下，是否併購方有構成內線交易之疑慮，因我國無論證券交易法或企業併購法對此議題皆無明確規定，故素來即存在爭議，實務上亦不乏收購人因建立投資部位而招致內線交易訴訟之案例存在。 本文試以我國內線交易法規範之根源—美國法作為比較法，分析先購後併的情況下，是否併購人或公開收購人本身為內線交易之主體，以及併購人或公開收購人是否得與他人一同建立投資部位，再加入104年7⽉月8⽇公布之企業併購法第27條第10項⾄至第15項關於併購前建立投資部位之最新修訂說明，以及實務案例研析，並於文後嘗試提出本文見解。

Made available in DSpace on 2016-03-15T19:33:53Z (GMT). No. of bitstreams: 1 Alexandre Manoel Goncalves.pdf: 1317030 bytes, checksum: 5b611f48911913eb10863f83d5bfb44b (MD5) Previous issue date: 2012-08-09 / Capital Market is comprised of the most important companies in activity in a given country. It is a means to obtain resources to finance productive activity in the long term, being consistent with the size of the business and its economic capacity. Also, Capital Market is widely used for savings both through funds or direct investments. The Federal Constitution ensures economic order based upon free enterprise. However, regardless of the business sector, that cannot be considered as unlimited freedom in terms of economic activity, exempt of monitoring or accountability. Therefore, over the past two decades the Movable Assets Commission has become a steady and accurate institution establishing administrative rules, conducting assessments in case of suspicion of irregularities, in addition to establishing penalties. On the other hand, Bovespa Market Supervision is taking over self-regulation among traders and brokers. Nonetheless, in some cases administrative supervision alone is insufficient to prevent irregular practices or punish those responsible. For specific cases, measures such as suspension of the exercise of professional activity and fines have proven ineffective to discourage the unlawful conduct of certain persons. Under such circumstances, criminal law becomes the State s last resort to regulate the matter. Law 6.485/76, with wording amended by Law 10.303/01, typifies the crimes of market manipulation, misuse of insider information and irregular exercise of office, profession, activity or function in the capital market. It is society s role to reflect and define what conducts shall be regarded as crimes. / O Mercado de Capitais representa a reunião das mais relevantes empresas em atividades de determinado país. Trata-se de um meio para a obtenção de recursos de modo a financiar a atividade produtiva, em longo prazo, de forma compatível com o porte do negócio e sua capacidade econômica. Noutro aspecto, serve como destino para a poupança popular, quer por meio de fundos, ou investimentos diretos. A Constituição Federal assegura a ordem econômica fundada na livre iniciativa. Não significa, entretanto, liberdade absoluta da atividade econômica e isso vale para qualquer setor empresarial sem que exista alguma espécie de acompanhamento ou responsabilidade. No caso do mercado de capitais, a Comissão de Valores Mobiliários se firmou, ao longo das duas últimas décadas, como instituição serena e precisa, para estabelecer normas administrativas, realizar apurações quanto à suspeita de irregularidades e até estabelecer sanções. A Bovespa Supervisão de Mercados, por sua vez, começa a ocupar o espaço de autorregulação entre os operadores e corretoras. Há casos, contudo, em que a tutela administrativa é insuficiente para, isoladamente, evitar práticas irregulares ou punir os responsáveis. Suspensão do exercício da atividade profissional e multa, em determinados casos, mostram-se fracos a desestimular a conduta ilícita de determinadas pessoas. Normas penais, por vezes, representam o último recurso do Estado para disciplinar o assunto. A Lei 6.485/76, com a redação alterada pela Lei 10.303/01, tipifica os crimes de manipulação de mercado, uso indevido de informação privilegiada e o exercício irregular de cargo, profissão, atividade ou função no mercado de capitais. A sociedade deve refletir e definir quais as condutas que deseja ver previstas como crime.

[pt] Nas últimas décadas, os programas de recompra de ações têm se tornado cada vez mais populares entre as empresas abertas ao redor do mundo. Além de constituírem uma forma de remuneração aos acionistas, as recompras de ações geram uma série de efeitos secundários e impactos distintos sobre as companhias, o que dificulta a identificação de um fator único para sua execução e para a existência das anomalias de mercado. Ao mesmo tempo que se observa uma evolução gradual dos estudos sobre recompra de ações nos mercados desenvolvidos, como no caso dos Estados Unidos, observa-se um gap de conhecimento sobre tais eventos no Brasil. O presente estudo tem por objetivo analisar as anomalias observadas nos preços das ações após os anúncios de recompra sob um ângulo diferenciado dos estudos já desenvolvidos com referência ao tema na literatura nacional. A partir de uma conceituação internacional, identifica-se que cada vez mais os insiders têm um papel importante na execução e nos retornos dos programas de recompra. Utilizando pela primeira vez uma base de dados recente e mais precisa sobre os programas de recompra de ações anunciados e realizados no país nos últimos anos, este estudo identifica características únicas do mercado brasileiro, como por exemplo o alto nível de recompras anunciadas e não executadas. Esta visível discrepância entre os anúncios e as execuções resulta na identificação de um efeito reputacional, através do qual empresas que possuem histórico de execução apresentam retornos anormais ao redor das datas de anúncio dos programas de recompra. Além deste efeito reputacional, também são obtidas evidências positivas do papel da governança corporativa e da existência de uma relação significativa entre a execução das recompras e as negociações de ações realizadas pelos insiders. / [en] In the recent decades, share repurchase programs gained increasing importance among public companies worldwide. Besides being an alternative form of distribution to shareholders, share repurchase programs have a series of secondary effects and distinct impacts within each company, which does not allow the identification of one exclusive factor to justify such behavior. While several studies regarding share repurchases have been conducted in developed markets, such as the United States, there is a large gap of knowledge between those markets and the Brazilian market. This research represents a step forward to the understanding of the share price behavior anomalies following share repurchase announcements using a different perspective than previous studies in the Brazilian literature. Following an international review, the behavior of the companies insiders is identified as an important factor that directly affects the execution and returns generated by the share repurchase programs. Using for the first time a more recent and accurate data base about the announcements and execution of share repurchase programs in Brazil covering the past years, this study identifies unique characteristics of the Brazilian market, such as a high level of repurchase program announcements without executions. This notorious difference between announcement and execution creates a reputational effect by which companies with a history of past execution present superior abnormal return nearby announcement dates. Besides this reputational effect, it s also presented evidence regarding the positive influence of corporate governance and the existence of a significant relationship between the execution of the share repurchase programs and insider trading.