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Friday, October 28, 2011

Insider trading Exposed!

Insider-Trading Arrest Hits Home in India

Accused Executive Was a Boardroom Trailblazer and Helped Found One of the Country's Top Business Schools


Few Indian executives have achieved the stature that Rajat Gupta held in global business, a position that made him an icon for many in India seeking to rise in the U.S. and elsewhere.

Associated Press

FAVORITE SON: Rajat Gupta, left, received a lifetime achievement award from then-Prime Minister Atal Bihari Vajpayee, right, in 2003.

So Mr. Gupta's indictment Wednesday was greeted with a mix of surprise, sadness and even some anger in India's tightly knit business community. It also prompted some concern that his arrest might reflect poorly on Indian executives in general, though Mr. Gupta, the former chief executive of consulting firm McKinsey & Co., has lived for many decades in the U.S.

"There's a sense of shock because everybody had looked up to him," said Aparna Sharma, president of Noam Management Consulting Pvt., a consulting firm in Gurgaon, near New Delhi.

Federal prosecutors in New York have accused Mr. Gupta of passing non-public information to hedge-fund titan Raj Rajaratnam, information allegedly gleaned from Mr. Gupta's role as a director at Goldman Sachs Group Inc. and Procter & Gamble Co.

WSJ legal reporter Ashby Jones stops by Mean Street to discuss former Goldman Sachs director Rajat Gupta's indictment on charges of leaking inside information.

Mr. Rajaratnam, founder of the Galleon Group hedge fund, used the information for his financial benefit. Mr. Rajaratnam was recently sentenced to 11 years in prison for insider trading.

Mr. Gupta, 62 years old, has maintained he is not guilty and has been released on bail.

Furthering concerns about fallout on the image of Indian business in general is the strong South Asian component in what prosecutors say was a major insider trading ring. Mr. Rajaratnam is from Sri Lanka. Anil Kumar, a former McKinsey & Co. partner of Indian origin, has also pleaded guilty as part of the probe.

Mr. Gupta was McKinsey's chief executive from 1994 until 2003. McKinsey was one of a few global companies, including Citigroup Inc.'s Citibank, where many Indians made their careers, but Mr. Gupta was the first to get the top job at a multinational, highly-reputable firm. He blazed the trail for other Indians who have joined the rarified club of multinational CEOs including Citigroup Inc. Chief Executive Vikram Pandit and PepsiCo Chairman Indra Nooyi.

As such, he was an inspiration to executives in India and to Indian-American executives in the U.S.

Getty Images

Rajat Gupta left a New York courthouse on Wednesday after his arrest in connection with a huge insider-trading case.

Though Mr. Gupta, who was born in Kolkata and studied at the Indian Institute of Technology in Delhi, left India for the U.S. in the early seventies, he routinely visited India.

He maintained close ties with senior business leaders in India and was also consulted by the Indian government on policy issues. Several friends and former colleagues in India's small circle of internationally-minded executives declined to speak about him, saying they were mystified by the turn of events.

"He was a hero from an Indian perspective," said Richard Rekhy, head of advisory services for consulting firm KPMG in India. "You don't expect someone of that kind of caliber" to be mentioned in the context of any wrongdoing.

In a nation where education has been dominated by the government and, aside from a few institutions, is not highly-ranked globally, Mr. Gupta also broke the mold. One of Mr. Gupta's most significant contributions to his home country was to co-found the Indian School of Business in Hyderabad, a management school that flies in faculty from around the globe. Mr. Gupta raised funding for the school and set up academic partnerships with prominent U.S. schools like the Kellogg School of Management at Northwestern University and the Wharton School at the University of Pennsylvania.

Mr. Gupta was chairman of the Indian School of Business from 2001 until earlier this year, when he resigned. Mr. Kumar, the former McKinsey partner, was a co-founder of the school. A spokesman for the Indian School of Business declined to comment.

Mr. Gupta's indictment has prompted anger among some who say his prominence means that his arrest will now reflect badly on Indian managers in general.

"I was distressed," said Suhel Seth, managing partner of Counselage India, a New Delhi-based branding consultancy. It "is such gross irony that here's a man who founded a business school that is supposed to train in ethics" the next generation of managers.

Mr. Gupta was also the driving force behind the Public Health Foundation of India, a public-private partnership whose charter is to conduct policy research, establish accreditation standards in public health education, and set up public health schools in the country. A poor healthcare system and its inability to tackle basic problems such as child malnutrition is one of India's most pressing problems.

In 2003, then-Indian Prime Minister Atal Bihari Vajpayee gave Mr. Gupta a lifetime-achievement award.

Some Indian business leaders maintain that this case will not affect India's image in the world because there remain several prominent Indians in top positions in corporate America.

"I don't think this is about India," said Som Mittal, president of the National Association of Software and Services Companies, an industry body. "But since he was such an icon and he did so much, there's a sense of disbelief and disappointment."

Write to Shefali Anand at shefali.anand@wsj.com

http://online.wsj.com/article/SB10001424052970204505304577001734115061756.html

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Full coverage

Insider Trading

Reuters India - ‎6 hours ago‎
By Alison Frankel NEW YORK (Reuters) - The Justice Department and the Securities and Exchange Commission apparently do not have the evidence to assert a classic insider-trading case against former Goldman Sachs and Procter & Gamble director Rajat Gupta ...

Insider-Trading Arrest Hits Home in India

Wall Street Journal - ‎15 hours ago‎
Mr. Rajaratnam was recently sentenced to 11 years in prison for insider trading. Mr. Gupta, 62 years old, has maintained he is not guilty and has been released on bail. Furthering concerns about fallout on the image of Indian business in general is the ...

Is insider trading corporate India's worst-kept secret?

IBNLive - ‎20 hours ago‎
The former Goldman Sachs Director and McKinsey Chief Rajat Gupta pleaded not guilty to charges of insider trading.

News Wrap: Rajat Gupta Pleads Not Guilty to Insider Trading Charges

PBS News Hour - ‎Oct 26, 2011‎
In other news Wednesday, former Goldman Sachs board member Rajat Gupta pleaded not guilty to federal charges ofinsiders trading. Gupta is accused in the largest insider trading case in history. Also, the death toll from Sunday\'s earthquake in Turkey ...

Can You Be Guilty Of Insider Trading Without Any Personal Gain?

Business Insider - ‎10 minutes ago‎
He is alleged to have delivered this information to Raj Rajaratnam, the hedge-fund manager who just got 11 years for insider trading. Ho-hum! Yawn. More corruption on Wall Street, right? Not quite. This is a very interesting case, because Gupta is not ...

Gupta insider trading trial

Business Day - ‎8 hours ago‎
THE insider-trading trial of former Goldman Sachs Group director Rajat Gupta rested on circumstantial evidence that might be less persuasive than the wiretaps that sealed the fate of his friend, Raj Rajaratnam, analysts said yesterday. ...

Wall Street insider trading arrests reach the top

Johns Hopkins News-Letter - ‎14 hours ago‎
In addition to the high profile, low impact protests of the Occupy Wall Street movement, there has been the most noteworthyinsider trading scandal to hit the epicenter of America's high finance. The Congressional Budget Office recently published a...

$10m bail for Rajat Gupta in insider trading scam

Times of India - ‎12 hours ago‎
NEW YORK: Rajat Gupta, an iconic figure in the US corporate sector who was arrested on charges of passing insiderinformation to his friend Raj Rajaratnam , was released on Thursday on a $10 million bond after he pleaded not guilty to offences that ...

Former Goldman Director, McKinsey Boss Rajat Gupta Charged in Insider TradingCase

ForexTV.com - ‎6 hours ago‎
Rajat Gupta, a former director of investment bank Goldman Sachs (NYSE:GS) and former head of consultancy McKinsey & Co., surrendered to the Federal Bureau of Investigation to face charges relating toinsider trading. Federal prosecutors indicted Gupta ...

Feds prepare another insider trading case

AMERICAblog (blog) - ‎15 hours ago‎
Federal prosecutors are expected to file criminal charges on Wednesday against Rajat K. Gupta, the most prominent business executive ensnared in an aggressive insider trading investigation, according to people briefed on the case. ...

Ex-Goldman exec charged with insider trading

FT Adviser - ‎Oct 27, 2011‎
By Donia O'Loughlin | Published Oct 27, 2011 | comments The Securities and Exchange Commission (SEC) has charged Rajat Gupta, a former Goldman Sachs board member and ex-head of the McKinsey consultancy, with insider trading, bringing the total number ...

Business Briefs: Former top Wall Streeter denies insider trading

Monterey County Herald - ‎Oct 27, 2011‎
... not guilty Wednesday to federal charges accusing him of acting as "the illegal eyes and ears in the boardroom" for a friend, a billionaire hedge fund founder sentenced this month to 11 years in prison in the biggest insider trading case in history. ...

Gupta case built on circumstantial proof may help defense

Ct Post - ‎12 hours ago‎
Gupta, 62, who previously led McKinsey & Co., became the highest-ranking executive to be charged in a four-year probe by the Federal Bureau of Investigation that led to a nationwide crackdown on insider trading. Wednesday, prosecutors unsealed a ...

Goldman Exec Surrenders To FBI In Connection To Galleon Insider Trading

Mogulite - ‎Oct 26, 2011‎
Former Goldman Sachs director Rajat Gupta has surrendered to the FBI on insider trading charges. After Raj Rajaratnam, he's one of the biggest names to go down in years-long insider trading scandals on Wall Street. Unsurprisingly, the two cases are ...

Former Goldman Sachs (NYSE: GS) and Procter & Gamble (NYSE: PG) Director ...

LocalizedUSA - ‎10 hours ago‎
Rajat Gupta, a former Goldman Sachs (NYSE: GS) and Procter & Gamble (NYSE: PG) director pleaded not guilty to six counts of insider trading Wednesday stemming from a multi-year federal investigation into illegal trading on Wall Street. ...

FBI detains ex-Goldman Sachs man

BBC News - ‎Oct 26, 2011‎
A former director at investment bank Goldman Sachs has pleaded not guilty to charges of securities fraud relating to a hedge fund insider trading case. Charged with five counts of fraud and one count of conspiracy, Rajat Gupta, 62, has been released on ...

The rise and fall of ex-Goldman director Rajat Gupta

IBNLive - ‎22 hours ago‎
Rajat Kumar Gupta, aged 62, educated at IIT Delhi and Harvard Business School. Former Director, Goldman Sachs & Co-Founder of the Indian Business School. And now, an accused in an insider trading case, out on a $ 10 million bail.

What the Hell Was Rajat Gupta Thinking?

American Thinker - ‎8 hours ago‎
Rajaratnam just got 11 years -- a record sentence for insider trading. It's a reasonable bet that ol' Raj has rolled over on his former pal. The government will have to make that and any exculpatory evidence available to the defense before trial. ...

Former Goldman Sachs director surrenders to FBI

IBNLive - ‎Oct 26, 2011‎
Former Goldman Sachs director Rajat Gupta has surrendered to the FBI in the US insider trading case on Wednesday.

Rajat Gupta pleads not guilty, freed on $10 million bail

Moneylife Personal Finance site and magazine - ‎7 hours ago‎
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Corporate high-flyer's abrupt fall from grace

Sydney Morning Herald - ‎29 minutes ago‎
Rajaratnam was sentenced to 11 years in prison this month for orchestrating a huge insider tradingconspiracy. Gary Naftalis, a lawyer for Gupta, has denied the government's accusations. ''Mr Gupta is innocent of any of these charges,'' he said. ...

Ex-Goldman Board Member Surrenders in Case

The Associated Press - ‎Oct 26, 2011‎
Rajat Gupta, a former Goldman Sachs board member, surrendered to federal authorities Wednesday to face criminal charges stemming from a massive hedge fund insider trading case. (Oct. 26)

Every bloody Indian co-operated to nail me: Raj

Calcutta Telegraph - ‎15 hours ago‎
Oct. 27: Raj Rajaratnam, the hedge fund billionaire at the centre of history's biggest insider trading case that has also snared Rajat Gupta, has said that "every bloody Indian co-operated" with US authorities to entrap him. ...

The AM Roundup: Gupta, Clement, Old Cars, More

Wall Street Journal (blog) - ‎Oct 27, 2011‎
Attacking the insider culture: Rajat Gupta, once one of America's most-respected corporate directors, was indicted on six criminal counts in an insider trading case. In this A1 story, the WSJ takes a step back and looks at the culture ...

Blue-eyed boy labelled 'illegal eyes'

Calcutta Telegraph - ‎Oct 26, 2011‎
Oct. 26: Rajat Gupta, the Calcutta boy who spearheaded the Indian foray into American boardrooms and reached the pinnacle of corporate power, was arrested in the US today on criminal charges in the biggest insider trading case in history....

SEC Charges Rajat Gupta With Insider Trading Again

Business Insider - ‎Oct 26, 2011‎
Gupta, the former McKinsey & Co. executive and Goldman Sachs board member, has been charged for illegally tipping Raj Rajaratnam while he was serving on the boards of Goldman Sachs and Procter & Gamble, the SEC said in a filing. According to the SEC, ...

Financial Biz Cheat Sheet: Gupta Goes Down, MF Global Spirals

Wall St. Cheat Sheet - ‎Oct 26, 2011‎
He faces charges of leaking insider information to Raj Rajaratnam, the co-founder of Galleon Group who was recently sentenced to 11 year in prison for insider trading. Gupta's case will pose a different challenge for the government's case as he didn't ...

Who is Rajat Gupta ?

Day & Night News - ‎8 hours ago‎
Rajat Gupta, an accused in an insider trading scam in the US, was hailed for long as a poster-boy of Indians scaling great heights in corporate echelons abroad and his friends describe him as a God-fearing, 'first-class guy'. A native of Kolkata and an ...

Gupta's Case Is Seen as Harder Than Rajaratnam's for Prosecutors

Main Justice - ‎20 hours ago‎
Having successfully portrayed the hedge fund maestro Raj Rajaratnam as "the face of insider trading," federal prosecutors will find it far more difficult to paint Rajat K. Gupta the same way, a prominent white ...

Prosecutors' chances again Gupta questioned

FierceFinance - ‎20 hours ago‎
in stunning fashion when it indicted Rajat Gupta, a former Goldman Sachs director, for insider trading. He certainly qualifies as a big fish. You have to give credit to Preet Bharara's office for taking this on, given that the evidence does not seem ...

Full coverage

Insider-Trading Arrest Hits Home in India

Wall Street Journal - ‎15 hours ago‎
Mr. Rajaratnam was recently sentenced to 11 years in prison for insider trading. Mr. Gupta, 62 years old, has maintained he is not guilty and has been released on bail. Furthering concerns about fallout on the image of Indian business in general is the ...

Is insider trading corporate India's worst-kept secret?

IBNLive - ‎20 hours ago‎
The former Goldman Sachs Director and McKinsey Chief Rajat Gupta pleaded not guilty to charges of insider trading.

Rajat Gupta: Insider trading charges mark stunning fall from grace

Economic Times - ‎18 hours ago‎
Rajaratnam was sentenced to 11 years in prison this month for orchestrating a huge insider trading conspiracy. Gary P Naftalis, a lawyer for Gupta, has denied the government's accusations. "Mr. Gupta is innocent of any of these charges," he said. ...

Can You Be Guilty of Insider Trading Without Personal Gain?

The Atlantic - ‎17 hours ago‎
He is alleged to have delivered this information to Raj Rajaratnam, the hedge-fund manager who just got 11 years for insider trading. Ho-hum! Yawn. More corruption on Wall Street, right? Not quite. This is a very interesting case, because Gupta is not ...

News Wrap: Rajat Gupta Pleads Not Guilty to Insider Trading Charges

PBS News Hour - ‎Oct 26, 2011‎
In other news Wednesday, former Goldman Sachs board member Rajat Gupta pleaded not guilty to federal charges ofinsiders trading. Gupta is accused in the largest insider trading case in history. Also, the death toll from Sunday\'s earthquake in Turkey ...

Former top Wall Streeter denies insider trading

Wall Street Journal - ‎Oct 26, 2011‎
The case, built partially on wiretaps used for the first time in insider trading, has offered unprecedented insight into greed at the highest levels of Wall Street. The arrest of Rajat Gupta took it one step higher. The indictment unsealed Wednesday ...

Insider trading: Ex-Goldman Sachs director Rajat Gupta pleads not guilty

Christian Science Monitor - ‎Oct 26, 2011‎
Insider trading has been a target of both the Bush and Obama administrations. The case against Rajat Gupta, a former director of both Goldman Sachs and Procter & Gamble, is part of a major crackdown oninsider trading. By Warren Richey, Staff writer ...

Rajat Gupta charged in Goldman Sachs insider trading scam

Economic Times - ‎Oct 26, 2011‎
NEW YORK: Rajat Gupta, a former director of Goldman Sachs Group and Procter & Gamble, was arrested on Wednesday on insider trading charges, making him the most prominent executive to be accused in a broad US crackdown on illegal leaks of corporate ...

Ex-Goldman Director Gupta Indicted in Probe of Rajaratnam Trades

BusinessWeek - ‎Oct 26, 2011‎
Rajaratnam, the central figure in what prosecutors have called the largest crackdown on insider trading at hedge funds in US history, was arrested and charged in October 2009. He was convicted of conspiracy and securities fraud by a Manhattan federal ...

Rajat Gupta: A Wall Street poster-boy and now embroiled in insider trading scam

Economic Times - ‎Oct 27, 2011‎
NEW YORK: Rajat Gupta, an accused in an insider trading scam in the US, was hailed for long as a poster-boy of Indians scaling great heights in corporate echelons abroad and his friends describe him as a God-fearing, 'first-class guy'. ...

Former McKinsey CEO Gupta pleads not guilty to insider-trading charges

Washington Post - ‎Oct 26, 2011‎
But on Wednesday, Gupta turned himself in at the New York office of the FBI, where he was fingerprinted, photographed and subjected to a DNA swab before going to court to face criminal charges that he participated in an insider trading scheme. ...

US insider trading case: Ex-Goldman Sachs Director Rajat Gupta surrenders

NDTV.com - ‎Oct 26, 2011‎
AP, Updated: October 26, 2011 18:25 IST New York: A former Goldman Sachs board member on Wednesday surrendered to federal authorities to face criminal charges stemming from a massive hedge fund insider trading case. Rajat Gupta was taken into federal ...

Insider trading case: Rajat Gupta to surrender before FBI

NDTV.com - ‎Oct 25, 2011‎
New York: Federal prosecutors are expected to file criminal charges on Wednesday against Rajat K. Gupta, the most prominent business executive ensnared in an aggressive insider trading investigation, according to people briefed on the case. ...

Gupta files not guilty plea to insider trading charges

AHN | All Headline News - ‎Oct 27, 2011‎
Rajat Gupta, a former McKinsey chief executive officer and Goldman Sachs director, pleaded not guilty on Wednesday toinsider trading charges. Gupta, a migrant from Kolkata, India, is accused of providing information to convicted Galleon Funds founder ...

Indictment reveals insider-trading charges against Rajat Gupta [Updated]

Los Angeles Times - ‎Oct 26, 2011‎
Prosecutors unsealed an indictment detailing insider-trading charges against one of the kings of American finance, Rajat Gupta, who surrendered to authorities earlier Wednesday morning. A grand jury charged Gupta, the former head of the McKinsey & Co. ...

SEC too files insider trading charges against Rajat Gupta

IBNLive.com - ‎Oct 26, 2011‎
Rajaratnam, who has been sentenced to 11 years in prison for his role in the insider trading scheme, generated illicit profits of more than USD 23 million on the basis of information Gupta gave to him. The SEC has also filed new insider tradingcharges ...

Wall Street growing insider trading scandal catches another big fish

MercoPress - ‎17 hours ago‎
The indictment of the biggest fish yet in a growing insider trading scandal reverberated around Wall Street, where more than 50 fraudsters have been netted since 2009 in an intensifying crackdown by prosecutors. Gupta's appearance in a Manhattan ...

Former Goldman Sachs director Gupta pleads not guilty to insider trading

The Australian - ‎Oct 26, 2011‎
Former Goldman Sachs board member Rajat Gupta leaves a Manhattan court after he surrendered, charged with conspiracy and securities fraud, stemming from a hedge fund insider trading case. Source: Getty Images FORMER Goldman Sachs director Rajat Gupta ...

Rajat Gupta, former Goldman Sachs director, pleads not guilty in insider ...

Times of India - ‎Oct 26, 2011‎
PTI | Oct 27, 2011, 08.21AM IST NEW YORK: Rajat Gupta, who pleaded not guilty to charges of securities fraud and that he passed insider information to his billionaire friend Raj Rajaratnam while he was director at Goldman Sachs and Procter & Gamble, ...

Rajat Gupta pleads not guilty in insider trading, released on $10 mn bail

Economic Times - ‎Oct 26, 2011‎
NEW YORK: Rajat Gupta, who pleaded not guilty to charges of securities fraud and that he passed insider information to his billionaire friend Raj Rajaratnam while he was director at Goldman Sachs and Procter & Gamble, was released today on a USD 10 ...

Rajat Gupta Pleads Not Guilty to Insider Trading Charges

Fox Business - ‎Oct 26, 2011‎
Former Goldman Sachs Inc. (GS) and Procter & Gamble (PG) director Rajat Gupta pleaded not guilty to six counts of insider trading Wednesday stemming from a multi-year federal investigation into illegal trading on Wall Street. ...

Rajat Gupta faces charges in Rajaratnam insider trading scandal

The Daily Pennsylvanian - ‎Oct 26, 2011‎
In the next phase of a Wall Street scandal that has been described as the largest case of insider trading in history, former Goldman Sachs director Rajat Gupta may play a big part. ...

SEC brings new insider trading charges against Raj Rajaratnam

Futures Magazine - ‎Oct 26, 2011‎
Washington, DC, Oct. 26, 2011 – The Securities and Exchange Commission today charged former McKinsey & Co. global head Rajat K. Gupta with insider trading for illegally tipping convicted hedge fund manager Raj Rajaratnam while serving on the boards of ...

Not guilty, says Rajat Gupta to insider trading charges

Moneycontrol.com - ‎Oct 26, 2011‎
Gupta "Did not trade in any securities, did not tip Rajaratnam so he could trade, and did not share in any profits as part of any quid pro quo," Naftalis said in a statement. Not guilty , says Rajat Gupta to insider trading charges.

Ex-director at Goldman Sachs charged with insider trading

STLtoday.com - ‎Oct 26, 2011‎
NEW YORK • The long-running federal investigation of insider trading on Wall Street unsealed charges against Rajat Gupta, a prominent former director of Goldman Sachs Group Inc. and Procter & Gamble Co. Gupta, whose name surfaced in testimony this year ...

News Wrap: Rajat Gupta Pleads Not Guilty to Insider Trading Charges

PBS NewsHour - ‎Oct 26, 2011‎
In other news Wednesday, former Goldman Sachs board member Rajat Gupta pleaded not guilty to federal charges ofinsiders trading. Gupta is accused in the largest insider trading case in history. Also, the death toll from Sunday's earthquake in Turkey ...

Ex-Goldman Sachs board member indicted in insider-trading case

Jamaica Gleaner - ‎Oct 27, 2011‎
AP A former board member of Goldman Sachs and Proctor & Gamble became the most prominent business executive arrested in the biggest insider-trading case in history when a securities fraud indictment was unsealed against him Wednesday. ...

COLUMN-Gupta's best defense? Raj broke trust: Alison Frankel

Reuters - ‎22 hours ago‎
In the Gupta case, the SEC and the Manhattan US Attorney are so far offering only vague motives for his alleged insider trading. The SEC's new complaint asserted that Gupta received indirect profits from Rajaratnam's illicit trades, since he was an ...

AP: Man to surrender in NY insider trading case

BusinessWeek - ‎Oct 27, 2011‎
A former Goldman Sachs board member linked to a massive hedge fund insider trading case is set to surrender to face criminal charges in New York City. Two people with inside knowledge of the case confirmed that Rajat Gupta was expected to appear in ...

Insider Trading: Ex-Goldman Sachs Director Rajat Gupta Charged

ThirdAge - ‎Oct 26, 2011‎
Read Morer his role in insider tradingInsider trading at Galleon has been probed further, resulting in the indictment of former Goldman Sachs Group Inc. director Rajat Gupta for conspiracy and securities fraud. Although the nationwide crackdown ...

Insider trading

From Wikipedia, the free encyclopedia

Insider trading is the trading of a corporation's stock or other securities (e.g. bonds or stock options) by individuals with potential access to non-public information about the company. In most countries, trading by corporate insiders such as officers, key employees, directors, and large shareholders may be legal, if this trading is done in a way that does not take advantage of non-public information. However, the term is frequently used to refer to a practice in which an insider or a related party trades based on material non-public information obtained during the performance of the insider's duties at the corporation, or otherwise in breach of a fiduciary or other relationship of trust and confidence or where the non-public information was misappropriated from the company.[1]

In the United States and several other jurisdictions, trading conducted by corporate officers, key employees, directors, or significant shareholders (in the U.S., defined as beneficial owners of ten percent or more of the firm's equity securities) must be reported to the regulator or publicly disclosed, usually within a few business days of the trade. Many investors follow the summaries of these insider trades in the hope that mimicking these trades will be profitable. While "legal" insider trading cannot be based on material non-public information, some investors believe corporate insiders nonetheless may have better insights into the health of a corporation (broadly speaking) and that their trades otherwise convey important information (e.g., about the pending retirement of an important officer selling shares, greater commitment to the corporation by officers purchasing shares, etc.)

Illegal insider trading is believed to raise the cost of capital for securities issuers, thus decreasing overall economic growth.[2]

However, it is relatively easy for insiders to capture insider-trading like gains through the use of transactions known as "open market repurchases." Such transactions are legal and generally encouraged by regulators through safeharbours against insider trading liability. [3][4]

Contents

  [hide

[edit]Legal insider trading

Legal trades by insiders are common, as employees of publicly traded corporations often have stock or stock options. These trades are made public in the United States through Securities and Exchange Commission filings, mainly Form 4. Prior to 2001, U.S. law restricted trading such that insiders mainly traded during windows when their inside information was public, such as soon after earnings releases.[5] SEC Rule 10b5-1 clarified that the prohibition against insider trading does not require proof that an insider actually used material nonpublic information when conducting a trade; possession of such information alone is sufficient to violate the provision, and the SEC would infer that an insider in possession of material nonpublic information used this information when conducting a trade. However, SEC Rule 10b5-1 also created for insiders an affirmative defense if the insider can demonstrate that the trades conducted on behalf of the insider were conducted as part of a pre-existing contract or written binding plan for trading in the future.[5] For example, if an insider expects to retire after a specific period of time and, as part of his or her retirement planning, the insider can adopt a written binding plan to sell a specific amount of the company's stock every month for two years. If, during the two-year period, the insider comes into possession of material nonpublic information about the company, any subsequent trades based on the original plan might not constitute prohibited insider trading.

[edit]Illegal insider trading

Rules against insider trading on material non-public information exist in most jurisdictions around the world, though the details and the efforts to enforce them vary considerably. In Section 16(b) and section 10(b) of the Securities Exchange Act of 1934, directly and indirectly addresses insider trading. Congress enacted this act after the stock market crash of 1929. [6] The United States is generally viewed as having the strictest laws against illegal insider trading, and makes the most serious efforts to enforce them.[7]

[edit]Definition of "insider"

In the United States and Germany, for mandatory reporting purposes, corporate insiders are defined as a company's officers, directors and any beneficial owners of more than ten percent of a class of the company's equity securities. Trades made by these types of insiders in the company's own stock, based on material non-public information, are considered to be fraudulent since the insiders are violating the fiduciary duty that they owe to the shareholders. The corporate insider, simply by accepting employment, has undertaken a legal obligation to the shareholders to put the shareholders' interests before their own, in matters related to the corporation. When the insider buys or sells based upon company owned information, he is violating his obligation to the shareholders.

For example, illegal insider trading would occur if the chief executive officer of Company A learned (prior to a public announcement) that Company A will be taken over, and bought shares in Company A knowing that the share price would likely rise.

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. This duty may be imputed; for example, in many jurisdictions, in cases of where a corporate insider "tips" a friend about non-public information likely to have an effect on the company's share price, the duty the corporate insider owes the company is now imputed to the friend and the friend violates a duty to the company if he or she trades on the basis of this information.

[edit]Liability for insider trading

Liability for insider trading violations cannot be avoided by passing on the information in an "I scratch your back, you scratch mine" or quid pro quo arrangement, as long as the person receiving the information knew or should have known that the information was company property. It should be noted that when allegations of a potential inside deal occur, all parties that may have been involved are at risk of being found guilty.

For example, if Company A's CEO did not trade on the undisclosed takeover news, but instead passed the information on to his brother-in-law who traded on it, illegal insider trading would still have occurred.[8]

[edit]Misappropriation theory

A newer view of insider trading, the "misappropriation theory," is now part of US law. It states that anyone who misappropriates (steals) information from their employer and trades on that information in any stock (not just the employer's stock) is guilty of insider trading.

For example, if a journalist who worked for Company B learned about the takeover of Company A while performing his work duties, and bought stock in Company A, illegal insider trading might still have occurred. Even though the journalist did not violate a fiduciary duty to Company A's shareholders, he might have violated a fiduciary duty to Company B's shareholders (assuming the newspaper had a policy of not allowing reporters to trade on stories they were covering).[9]

[edit]Proof of responsibility

Proving that someone has been responsible for a trade can be difficult, because traders may try to hide behind nominees, offshore companies, and other proxies. Nevertheless, the U.S. Securities and Exchange Commission prosecutes over 50 cases each year, with many being settled administratively out of court. In order for a case against insider trading can stand up in court, it must not only infer the trading of information but also have the plus factor. The plus factor is one approach to prove responsibility and is the additional facts implying guilt or deception and to detect this, the government put into consideration six key pieces of evidence: parties access to the information, their relatioship to one another, the timing of the contract involved, the timing of their trades, trade patterns, and any attempt to hide their relationship. [10] The SEC and several stock exchanges actively monitor trading, looking for suspicious activity.

[edit]Trading on information in general

Not all trading on information is illegal inside trading, however. For example: if, while dining at a restaurant, you hear the CEO of Company A at the next table telling the CFO that the company's profits will be higher than expected, and then you buy the stock, you are not guilty of insider trading unless there was some closer connection between you, the company, or the company officers. However, information about atender offer (usually regarding a merger or acquisition) is held to a higher standard. If this type of information is obtained (directly or indirectly) and there is reason to believe it is non-public, there is a duty to disclose it or abstain from trading.[11]

[edit]Tracking insider trades

Since insiders are required to report their trades, others often track these traders, and there is a school of investing which follows the lead of insiders. This is of course subject to the risk that an insider is making a buy specifically to increase investor confidence, or making a sell for reasons unrelated to the health of the company (e.g. a desire to diversify or pay a personal expense).

As of December 2005 companies are required to announce times to their employees as to when they can safely trade without being accused of trading on inside information.

[edit]Insider trading vs. insider information

In the industry of investing, there is a difference between insider trading and insider information. For example, there was information released about Continental and United Airlines merging in late 2009. At the turn of the year, it was believed that the merger was going to fall through and that the two companies were not going to act upon the merger. By summer of 2010 and the final signing of the legal details (a), the deal went through officially. The acquisition of the added resources, capital, and infrastructure for the two companies would easily drive up the stock price of the new "company" under UAL on the New York Stock Exchange. With this done, insider traders could have acted back when there were rumors assuming the price would have gone up. However, insider informants "said" that the merger fell through and nothing was going to happen. This creates gossip in the trading world and information that an insider can be giving out to friends and family may not be completely accurate since they do not know the full story.

Generally, insider traders act upon information that they believe to be true that is not available to the public giving them the upper hand in making profits. Insider informants pass along information in the form of gossip and do not personally buy or sell stock based on projections. Whether or not either party is acting illegally is solely in the hands of the SEC.

[edit]American insider trading law

The United States has been the leading country in prohibiting insider trading made on the basis of material non-public information. Thomas Newkirk and Melissa Robertson of the U.S. Securities and Exchange Commission (SEC) summarize the development of U.S. insider trading laws.[12] Insider trading has a base offense level of 8, which puts it in Zone A under the U.S. Sentencing Guidelines. This means that first-time offenders are eligible to receive probation rather than incarceration.[13]

[edit]Common law

U.S. insider trading prohibitions are based on English and American common law prohibitions against fraud. In 1909, well before the Securities Exchange Act was passed, the United States Supreme Court ruled that a corporate director who bought that company's stock when he knew it was about to jump up in price committed fraud by buying while not disclosing his inside information.

Section 17 of the Securities Act of 1933[14] contained prohibitions of fraud in the sale of securities which were greatly strengthened by theSecurities Exchange Act of 1934.[15]

Section 16(b) of the Securities Exchange Act of 1934 prohibits short-swing profits (from any purchases and sales within any six month period) made by corporate directors, officers, or stockholders owning more than 10% of a firm's shares. Under Section 10(b) of the 1934 Act,SEC Rule 10b-5, prohibits fraud related to securities trading.

The Insider Trading Sanctions Act of 1984 and the Insider Trading and Securities Fraud Enforcement Act of 1988 provide for penalties for illegal insider trading to be as high as three times the profit gained or the loss avoided from the illegal trading.[16]

[edit]SEC regulations

SEC regulation FD ("Fair Disclosure") requires that if a company intentionally discloses material non-public information to one person, it must simultaneously disclose that information to the public at large. In the case of an unintentional disclosure of material non-public information to one person, the company must make a public disclosure "promptly."[17]

Insider trading, or similar practices, are also regulated by the SEC under its rules on takeovers and tender offers under the Williams Act.

[edit]Court decisions

Much of the development of insider trading law has resulted from court decisions.

In SEC v. Texas Gulf Sulphur Co. (1966), a federal circuit court stated that anyone in possession of inside information must either disclose the information or refrain from trading.[18]

In 1909, the Supreme Court of the United States ruled in Strong v. Repide that a director upon whose action the value of the shares depends cannot avail of his knowledge of what his own action will be to acquire shares from those whom he intentionally keeps in ignorance of his expected action and the resulting value of the shares. Even though in general, ordinary relations between directors and shareholders in a business corporation are not of such a fiduciary nature as to make it the duty of a director to disclose to a shareholder the general knowledge which he may possess regarding the value of the shares of the company before he purchases any from a shareholder, yet there are cases where, by reason of the special facts, such duty exists.

In 1984, the Supreme Court of the United States ruled in the case of Dirks v. SEC that tippees (receivers of second-hand information) are liable if they had reason to believe that the tipper had breached a fiduciary duty in disclosing confidential information and the tipper received any personal benefit from the disclosure. (Since Dirks disclosed the information in order to expose a fraud, rather than for personal gain, nobody was liable for insider trading violations in his case.)

The Dirks case also defined the concept of "constructive insiders," who are lawyers, investment bankers and others who receive confidential information from a corporation while providing services to the corporation. Constructive insiders are also liable for insider trading violations if the corporation expects the information to remain confidential, since they acquire the fiduciary duties of the true insider.

In United States v. Carpenter (1986) the U.S. Supreme Court cited an earlier ruling while unanimously upholding mail and wire fraud convictions for a defendant who received his information from a journalist rather than from the company itself. The journalist R. Foster Winanswas also convicted, on the grounds that he had misappropriated information belonging to his employer, the Wall Street Journal. In that widely publicized case, Winans traded in advance of "Heard on the Street" columns appearing in the Journal.[19]

The court ruled in Carpenter: "It is well established, as a general proposition, that a person who acquires special knowledge or information by virtue of a confidential or fiduciary relationship with another is not free to exploit that knowledge or information for his own personal benefit but must account to his principal for any profits derived therefrom."

However, in upholding the securities fraud (insider trading) convictions, the justices were evenly split.

In 1997 the U.S. Supreme Court adopted the misappropriation theory of insider trading in United States v. O'Hagan, 521 U.S. 642, 655 (1997). O'Hagan was a partner in a law firm representing Grand Metropolitan, while it was considering a tender offer for Pillsbury Co. O'Hagan used this inside information by buying call options on Pillsbury stock, resulting in profits of over $4 million. O'Hagan claimed that neither he nor his firm owed a fiduciary duty to Pillsbury, so that he did not commit fraud by purchasing Pillsbury options.[20]

The Court rejected O'Hagan's arguments and upheld his conviction.

The "misappropriation theory" holds that a person commits fraud "in connection with" a securities transaction, and thereby violates 10(b) and Rule 10b-5, when he misappropriates confidential information for securities trading purposes, in breach of a duty owed to the source of the information. Under this theory, a fiduciary's undisclosed, self-serving use of a principal's information to purchase or sell securities, in breach of a duty of loyalty and confidentiality, defrauds the principal of the exclusive use of the information. In lieu of premising liability on a fiduciary relationship between company insider and purchaser or seller of the company's stock, the misappropriation theory premises liability on a fiduciary-turned-trader's deception of those who entrusted him with access to confidential information.

The Court specifically recognized that a corporation's information is its property: "A company's confidential information...qualifies as property to which the company has a right of exclusive use. The undisclosed misappropriation of such information in violation of a fiduciary duty...constitutes fraud akin to embezzlement – the fraudulent appropriation to one's own use of the money or goods entrusted to one's care by another."

In 2000, the SEC enacted Rule 10b5-1, which defined trading "on the basis of" inside information as any time a person trades while aware of material nonpublic information – so that it is no defense for one to say that she would have made the trade anyway. This rule also created anaffirmative defense for pre-planned trades.

[edit]Security analysis and insider trading

Security analysts gather and compile information, talk to corporate officers and other insiders, and issue recommendations to traders. Thus their activities may easily cross legal lines if they are not especially careful. The CFA Institute in its code of ethics states that analysts should make every effort to make all reports available to all the broker's clients on a timely basis. Analysts should never report material nonpublic information, except in an effort to make that information available to the general public. Nevertheless, analysts' reports may contain a variety of information that is "pieced together" without violating insider trading laws, under the mosaic theory.[21] This information may include non-material nonpublic information as well as material public information, which may increase in value when properly compiled and documented.

In May 2007, a bill entitled the "Stop Trading on Congressional Knowledge Act, or STOCK Act" was introduced that would hold congressional and federal employees liable for stock trades they made using information they gained through their jobs and also regulate analysts or "Political Intelligence" firms that research government activities.[22] The bill has not passed.[23]

[edit]Arguments for legalizing insider trading

Some economists and legal scholars (e.g. Henry ManneMilton FriedmanThomas SowellDaniel FischelFrank 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.[24]

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.[25]

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.

Legalization advocates also question why "trading" where one party has more information than the other is legal in other markets, such asreal estate, but not in the stock market. For example, if a geologist knows there is a high likelihood of the discovery of petroleum under Farmer Smith's land, he may be entitled to make Smith an offer for the land, and buy it, without first telling Farmer Smith of the geological data.[18] Nevertheless, circumstances can occur when the geologist would be committing fraud if, because he owes a duty to the farmer, he did not disclose the information; e.g., if he had been hired by Farmer Smith to assess the geology of the farm.

Advocates of legalization make free speech arguments. Punishment for communicating about a development pertinent to the next day's stock price might seem to be an act of censorship.[26] If the information being conveyed is proprietary information and the corporate insider has contracted to not expose it, he has no more right to communicate it than he would to tell others about the company's confidential new product designs, formulas, or bank account passwords.

There are very limited laws against "insider trading" in the commodities markets, if, for no other reason, than that the concept of an "insider" is not immediately analogous to commodities themselves (e.g., corn, wheat, steel, etc.). However, analogous activities such as front runningare illegal under U.S. commodity and futures trading laws. For example, a commodity broker can be charged with fraud if he or she receives a large purchase order from a client (one likely to affect the price of that commodity) and then purchases that commodity before executing the client's order in order to benefit from the anticipated price increase.

[edit]Legal differences among jurisdictions

The US and the UK vary in the way the law is interpreted and applied with regard to insider trading.

In the UK, the relevant laws are the Criminal Justice Act 1993 Part V Schedule 1 and the Financial Services and Markets Act 2000, which defines an offence of Market Abuse.[27] It is also illegal to fail to trade based on inside information (whereas without the inside information the trade would have taken place). The principle is that it is illegal to trade on the basis of market-sensitive information that is not generally known. No relationship to the issuer of the security is required; all that is required is that the guilty party traded (or caused trading) whilst having inside information.

Japan enacted its first law against insider trading in 1988. Roderick Seeman says: "Even today many Japanese do not understand why this is illegal. Indeed, previously it was regarded as common sense to make a profit from your knowledge."[28]

In accordance with EU DirectivesMalta enacted the Financial Markets Abuse Act in 2002, which effectively replaced the Insider Dealing and Market Abuse Act of 1994.

The "Objectives and Principles of Securities Regulation"[29] 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." More than 85 percent of the world's securities and commodities market regulators are members of IOSCO and have signed on to these Core Principles.

The World Bank and International Monetary Fund now use the IOSCO Core Principles in reviewing the financial health of different country's regulatory systems as part of these organization's financial sector assessment program, so laws against insider trading based on non-public information are now expected by the international community. Enforcement of insider trading laws varies widely from country to country, but the vast majority of jurisdictions now outlaw the practice, at least in principle.

Larry Harris claims that differences in the effectiveness with which countries restrict insider trading help to explain the differences in executive compensation among those countries. The U.S., for example, has much higher CEO salaries than do Japan or Germany, where insider trading is less effectively restrained.[30]

[edit]See also

[edit]Notes

  1. ^ Insider Trading U.S. Securities and Exchange Commission, accessed May 7, 2008
  2. ^ "The World Price of Insider Trading" by Utpal Bhattacharyaand Hazem Daouk in the Journal of Finance, Vol. LVII, No. 1 (Feb. 2002)
  3. ^ Michael Simkovic, "The Effect of Enhanced Disclosure on Open Market Stock Repurchases", 6 Berkeley Bus. L.J. 96 (2009).
  4. ^ Amedeo De Cesari, Susanne Espenlaub, Arif Khurshed and Michael Simkovic, "The Effects of Ownership and Stock Liquidity on the Timing of Repurchase Transactions", 2010
  5. a b Stuart Stein. (2001). New standards for "legal" insider tradingCommunity Banker.
  6. ^ "Speech by SEC Staff: Insider Trading - A U.S. Perspective" by Thomas C. Newkirk, Associate Director, Division of Enforcement (September 1998)
  7. ^ "Law and the Market: The Impact of Enforcement" by John C. Coffee, University of Pennsylvania Law Review (December 2007)
  8. ^ Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" p. 589
  9. ^ Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" p. 586-587
  10. ^ "In Insider Trading Cases, Proof Of Tipping Should Require More Than Inference" by Thomas Gorman, Securities Regulation Law Journal (May 2007)
  11. ^ 17 C.F.R. 240.14e-3
  12. ^ Insider Trading – A U.S. Perspective
  13. ^ U.S.S.G. §2B1.4
  14. ^ Laws, at sec.gov
  15. ^ Laws, at sec.gov
  16. ^ Testimony, at sec.gov
  17. ^ Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" p. 586
  18. a b Haddock, David D.. "Insider Trading"The Concise Encyclopedia of Economics. The Library of Economics and Liberty. Retrieved 2008-01-22.
  19. ^ Christopher Cox, U.S. Securities and Exchange CommissionSpeech by SEC Chairman:Remarks at the Annual Meeting of the Society of American Business Editors and Writers
  20. ^ Law.com
  21. ^ Investopedia.com – Mosaic Theory
  22. ^ Gross, Daniel (2007-05-21). "Insider Trading, Congressional-Style"Slate (The Washington Post Company). Retrieved 2007-05-29.
  23. ^ H.R. 2341 GovTrack.us
  24. ^ http://www.huffingtonpost.com/james-altucher/should-insider-trading-be_b_324409.html
  25. ^ Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" p. 591-597
  26. ^ www.walterblock.com-Privilege.pdf
  27. ^ cato.org
  28. ^ Japanlaw.info
  29. ^ Objectives and Principles of Securities Regulation, IOSCO, May 2003
  30. ^ Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" p. 593

[edit]References

  • Stephen M. Bainbridge, Securities Law: Insider Trading (1999) ISBN 1-56662-737-0.
  • Larry Harris, Trading & Exchanges, Oxford Press, Oxford, 2003. Chapter 29 "Insider Trading" ISBN 0-19-514470-8.
  • Grechenig, The Marginal Incentive of Insider Trading: an Economics Reinterpretation of the Case Law, 37 The University of Memphis Law Review 75-148 (2006).
  • Grechenig, Positive and Negative Information - Insider Trading Rethought (http://ssrn.com/abstract=1019425).

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