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Definition of a stock

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Definition of a Stock:In plain and simple, stock is share in the ownership of a
company. Stock represents a claim on the c...
computers where trades can be made electronically. We should distinguish between
the "primary" and "secondary" market. The...
So, why do stock prices change? The best answer is that nobody really knows for
sure. Some believe that it isn't possible ...
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Definition of a stock

  1. 1. Definition of a Stock:In plain and simple, stock is share in the ownership of a company. Stock represents a claim on the company's assets and earnings. As you acquire more stock, your ownership stake in the company becomes greater. Whether you say shares, equity or stock, it all means the same thing. Why does a company issue stock? A company could keep the profits and earnings to the owner's of the company. It is only possible if a company does not extend its market share and stays in minimum profits limit. In order to extend market share or be market leader or get bigger asset, at some point every company needs to raise money. To do so, companies can either borrow it from somebody or raise it by selling part of the company, which is known as issuing stock. A company can borrow by taking a loan from a bank or by issuing bonds and both methods are called debt financing. Conversely issuing stock in the market is called equity financing. The advantages in issuing stock is a company does not require to pay back the loan or interest payments along the way. No chances involving into debt and creating obstacle in expanding market share or adapting the advancement. However, it only leaves shareholder on hope the company will achieve its target profit and earning per share which leads the capital gains on holding a stock. If the trend shows negative growth shareholder can sell instantly without having big loss. The first sale of stock by a company is called the initial public offering (IPO). Risk Involvement in a Stock: this is a very important factor believing in Risk when you want to invest in the stock market. There is no guarantee what percentage you can get capital gain, where and when the stock price stops in up-end or low-end and how long it takes to get the profits. It is true, no company or institute can guarantee. However, you can measure the risk various ways. That's why, it is essential to do some "Home Work" on a company before you invest. The "Home work" should be calculating earning per share, total debt, relative price strength, profit margins, volumes, industry leader and so on. You can also reducing the risk by diversifying the portfolios ( selecting stocks from different industries) and measuring the correlation between a stock and market index. A less risk taker has options to invest in Bond ( fixed returns) or a company who provides dividends at the end of year. However, investors need to measure "expected rate of returns" first, and it should be high enough to compensate the investors for the perceived risk of the investment. Risk is contrary to the positive profit, but there is also bright side. Taking-on greater risk demands a greater return on the investment. This is the reason why stocks have historically outperformed other investments such as bonds or savings accounts. How Stocks Trade: most stocks are traded on exchange, which are places where buyers and sellers meet and decide on a price. Some exchange are physical locations where transactions are carried out on a trading floor. Two trading floor are located in Bangladesh, DSE which is located in Dhaka, CSE is located in Chittagong. Chittagong stock exchange is expanded to compose of a network of
  2. 2. computers where trades can be made electronically. We should distinguish between the "primary" and "secondary" market. The primary market is the first phase of stock where securities created before trading at the floor which is called IPO. In the secondary market, investors trade previously issued securities without the involvement of the issuing companies. The secondary market is what people are referring to when they talk about "the stock market." What causes prices to change: stock prices change everyday by market forces. By this we mean that share prices change because of supply and demand. Any single time, if more people want to buy a stock (demand) than sell it (supply), then the price moves up. Conversely, if more people want to sell a stock than buy it, which is a greater supply than demand, then the price falls. Understanding supply and demand is pretty much easy. What is difficult to comprehend is what makes people like a particular stock and dislike another stock. This comes down to figuring out what news is positive for a company and what news is negative. There are many answers to this problem and just about any investor you ask has their own ideas and strategies. That being said, the principal theory is that the price movement of a stock indicates what investors feel a company is worth. The company's value is different than its stock price. The value of a company is its market capitalization, which is the stock price multiplied by the number of shares outstanding. For example, a company that trades at $100 per share and has 1,000,000 shares outstanding ($100 x 1,000,000 = $100,000,000)has a lesser value than a company that trades at $50 but has 5,000,000 shares outstanding ($50 x 5,000,000 = $250,000,000). To further complicate things, the price of a stock doesn't only reflect a company's current value--it also reflects the growth that investors expect in the future. The most important factor that affects the value of a company is its earnings. Earnings are the profit a company makes, and in the long run no company can survive without them. It makes sense when you think about it. If a company never makes money, they aren't going to stay in business. Public companies are required to report their earnings four times a year. Many analysts forecast earning per share four times a year. If a company's results surprise (are better than expected), the price jumps up. If a company's results disappoint (are worse than expected), then the price will fall. Of course, it's not just earnings that can change the sentiment towards a stock price. It would be a rather simple world if this were the case! During the dot-com bubble, for example, dozens of Internet companies rose to have market capitalizations in the billions of dollars without ever making even the smallest profit. As we all know, these valuations did not hold, In fact they are corrected by market value. There are factors other than current earnings that influence stocks. Investors have developed literally hundreds of these variables, ratios and indicators.
  3. 3. So, why do stock prices change? The best answer is that nobody really knows for sure. Some believe that it isn't possible to predict how stocks will change in price while others think that by drawing charts and looking at past price movements, you can determine when to buy and sell. The only thing we do know as a certainty is that stocks are volatile and can change in price extremely rapidly. The important things to grasp about this subject are the following: 1. At the most fundamental level, supply and demand in the market determine stock price. 2. Price times the number of shares outstanding (market capitalization) is the value of a company. Who is the market leader in terms of growth and has most relative strength and profit margin. 3. Theoretically earnings are what affect investors' valuation of a company, but there are other indicators that investors use to predict stock price. Remember, it is investors' sentiments, attitudes, and expectations that ultimately affect stock prices. 4. There are many theories that try to explain the way stock prices move the way they do. Unfortunately, there is no one theory that can explain everything. The Bulls, the Bears, and the Farm: On Wall Street, the bulls and bears are in a constant struggle. If you haven't heard of these terms already, you undoubtedly will as you begin invest. The Bulls: a bull market is when everything in the economy is great, people are finding jobs, GDP is growing and stocks are rising. Things are just plain rosy, picking stocks during a bull market is easier because everything is going up. Bull markets can't last forever though, and sometimes they can lead to dangerous situations if stocks become overvalued. If a person is optimistic, believing that stocks will go up, he or she is called a bull and said to have a bullish outlook. The Bears: a bear market is when the economy is bad, recession is looming, and stock prices are falling. All About Dividends: One of best way to invest in dividend stocks is the buy-and-hold strategy. That means you buy a dividend paying stock and hold it until you find another company paying higher-yield dividend for enough period of time. Basically you will have fixed income as dividends in addition to stock price gain or loss. What you should consider to own a dividend stock forever, you want three things from that stock: 1. High yield dividends. 2. Continued payment history. 3. Payout ratio follows less than 70% on Net-income. Dividend payments: when a company declares dividend usually quoted either as a Dollar/Taka amount or as a percentage. The Dollar/Taka amount is how much you will get paid per year on each share of stock you own. The percentage is calculated
  4. 4. as the dollar/taka amount on each stock own divided by the current per stock price times 100 that is called dividend yield. Yield explained: by looking at the percentage you can easily compare better investments strategy and grasp which stock will pay you most on your amount of investment. You will learn why dividends yield is crucial factor of choosing dividend paying stocks. For example: if you purchase 100 shares of stock at $10 per share, you will have invested a total of $1,000 (100 shares X $10 per share = $1,000 invested) How much you will get on every share of stock you own? Let’s say a company is paying 8% dividend yield, so there will be $80 earnings on your investment of $1,000 (1,000 invested X 8% = $80) $80 dividends per year. This means that this stock pays you $.80 for every shares of stock you own (earnings $80/100 shares). Now, if another stock also paying $.80 per share, but the stock price of that stock is $20 per share. In your $1,000 investment you will have 50 shares a price of $20 per share. On your $1000 investment, on this second company you will earn ($.80 X 50) $40 every year. Let’s calculate the yield of second stock, it pays $.80 per share, and its share price is $20. So, the yield is (.80X100/20) 4%. Your plan is to get highest return on a fixed of $1,000 investment, keeping this strategy well-planned you can see that you get 100 shares on a first stock and 50 shares on a second stock, but both pay you exactly $.80 per share you own. In this scenario, you can comprehend which stock will pay more earnings with the $1,000 investments because of highest yield with same amount of payment per share. Only your yield matters: note that the only thing matter is the yield for the price that you bought at. Even if the price of the stock goes up or down after you have bought it. You will earn same amount of money because you still own the same number of shares. So, the key is to compare their yields. Trend of continued payment: your only concern is to minimize the risk on every penny you investment. Then you research high-yield paying dividend stocks those companies have record of paying dividends for at least 4/5 years. History of dividends payment in the past for years most likely will continue to pay in coming years. Owning a share of stock is the same as owning a piece of a company. The dividends are paid out of what a company earns in Net-income and have savings. If a company does not have growth in net-income or enough cash savings in balance- sheet how long will a company continue to pay dividends? So, it is important that a company is able to pay dividends based on their profits over a year, and you want to make sure their payout is less than they earn in income. One way to determine this is by checking the stock’s payout ratio. Payout Ratios explained: the payout ratio is the amount a company pays in dividends divided the company’s income. Let’s say a company pays out $1,000
  5. 5. worth of dividends and earns $10,000 income end of the year, then it’s payout ratio is 10% ($1,000/$10,000 income times 100). Now, if a company’s payout ratio greater than 100% means that the company is paying out more in dividends than they make in income. Think carefully about how long a company could continue to stay in business if they spend more money than they make. Obvious answer is not very long. And definitely not forever, which is how long you expect to own the stock. Sustainable Payout Ratio: a sustainable payout ratio is generally considered less than 75%. That means a company pays dividends to investors out of 75% its income and remaining 25% of income is going to company’s reinvestment plan. A company needs enough cash to create new products, advertise to new customers, new business plant, and generally just keep continuous business growth. If no reinvestment is made then the company’s income could shrink over time. What would happen when company’s income shrinks? How much would it hurt keeping business same phase of expansion? It shows that if company’s income slows down that will lead the payout ratio for the stock to go up. Let’s say that the above company’s income drops to $5,000 from $10,000 over year and its payout payment is same $1,000 as before. $1,000 dividends / $5,000 income = 20%. So it is very important for a company to maintain growth in business expansion and its net-income by reinvesting in itself. There should be a cap to maintain reasonable payout ratio which is standard for most companies. A payout ratio of 75% or less also provides a cushion for the company in case of hard times arrives. As economy slows down, most companies’ income also go down. If a company is paying 100% of the previous income as dividends, then they will have to lower the total dividends payment to match the current income. What is P/E and why investors often calculate company's P/E? Many successful investors use P/E ratio to find out what the market is paying for a company's earnings at any given time. Any one can understand easily and calculate P/E as a company's price-per-share divided by its earnings-per-share. Let's say BATASHOE is trading at 160 taka per share in the market, for instance, and earnings came in at 8 taka a share over the year, its P/E would be 20 (160/8). That means investors are paying 20 taka for every 1 taka of the company's earnings. In this example, investors are willing to pay extra 20 taka every one taka in BATASHOE's earning. It is some point crucial to find out how much investors willing to pay a best
  6. 6. and blue chips companies stock according to their earnings. Let's say, there are 20 blue chips companies and how much their stocks are selling at current market and how much their earnings per share that will give us to calculate P/E which could be an industry standard market paying based on company's earnings. About Mutual Funds Right Issues & Bonus Shares, Close-End and Open-End Mutual Funds THE SEC implemented revised mutual fund regulations on July 22. According to the amended rule, mutual funds are prohibited from issuing new shares either in the form of right or bonus shares to increase their capital bases. The SEC also imposed restrictions on mutual funds asking them not to offer pre-emptive rights shares or private placement. This implies that mutual fund shares should be offered and sold to the public through brokers/dealers but not to a pre-selected buyer or a group of buyers. The SEC's decision to amend fund rules brought numerous investors into the street as most of the mutual funds lost value (in some cases more than 20% in a single trading session) during that volatile market (late June to mid-July) and worried investors began demonstrating against the officials of SEC. The SEC was forced to suspend mutual fund trading several times during that market turmoil. A group of investors filed a petition against SEC's decision to change mutual fund rules. As such, the High Court asked fund managers not to distribute dividends until the SEC resolves the issue. To date, the total number of mutual funds in Bangladesh is below 20 and they account for less than 3% of our market capitalization. The US is the largest mutual fund market in the world with approximately 25,000 funds and $12 trillion assets under management. By definition, mutual funds are portfolios of different securities such as stocks, bonds, treasuries, derivatives, etc. Mutual funds pool money of both individual and institutional investors allowing the funds to achieve: (i) economies of scale by reducing costs and increasing investment returns; (ii) divisibility and diversification; (iii) active management with superior stock picking and market timing; (iv) reinvestment of dividends, interest and capital gains; (v) tax-efficiency; and (vi) buying and selling flexibility. There might be varieties of mutual funds that differ in terms of their investment objectives, underlying portfolios of shares, risks and returns, fees and expenses, etc. It should be noted here that mutual funds are widely known as open-end mutual funds in global capital markets. But most of the mutual funds in Bangladesh are close-end mutual funds. A close-end fund differs from an open-end fund mainly due to the fact that the number of shares in a close-end fund is fixed at its inception. Moreover, a close-end fund, unlike the open-end fund is traded in the stock exchange and priced intra-day. As such, price of a close-end fund is
  7. 7. determined in the secondary market similar to individual stocks. Investors can also execute either limit or stop trade order in close-end funds' transactions. On the other hand, the price of an open-end fund is its net asset value (NAV) which is computed once after the close of the stock exchange each trading day by taking the closing market value of all underlying securities of a fund plus other assets (usually cash) and subtracting all liabilities of the fund, and dividing the total net assets of the fund by total number of outstanding shares. Thus, there is only one price (i.e. NAV) for open-end mutual fund. Total net assets and the number of outstanding shares of an open-end fund may vary because of inflows (purchases of fund by investors) and outflows (redemptions of fund by investors) of money from the fund. This suggests that the number of shares in an open-end fund is not fixed. It is worthy to mention here that a new type of security, widely known as "Exchange-Traded Fund" or ETF (a blend between open-end and close-end funds), was introduced in the US in late 1990s. ETFs are similar to close-end funds as these are exchange traded and priced intra-day and allow investors to buy or sell shares based on the collective performance of an entire portfolio. Since the prices of ETFs do not deviate much from NAV, they have greater advantages over the close-end funds. As such, many close-end funds were converted to ETFs. Since our capital market does not offer ETF as an investment vehicle, we will leave its discussion here and focus on close-end fund, the predominant source of mutual funds in Bangladesh, and its recent glitch. Theoretically, a close-end fund neither redeems its existing shares nor issues new shares after its initial public offering. As such, a fixed number of close-end fund shares are traded in the stock exchange. Due to this fixed capital structure, fund managers do not worry about inflows and outflows of money from funds. Accordingly, a close-end fund manager concentrates in long-term capital investment and higher yields. However, under special circumstances, close-end funds are permitted to raise capital either by issuing preferred stock or taking short-term loans which are collateralised by the fund's original portfolio. The issuance of either right offerings, or bonus shares, or secondary offerings, or dividend reinvestments to increase the capital base of a close- end fund is considered to be detrimental to the fund as it may dilute fund returns. Since close-end mutual funds in Bangladesh were previously allowed to issue new shares (whether in terms of right, bonus, or dividend reinvestments), this was inconsistent with the true definition and objective of a close-end fund. It is apparent that SEC took the right decision by amending the mutual fund rules. However, this raises some questions and concerns about the quality of our financial securities and capital market. Finally, our capital market also lacks professional portfolio managers because of SEC's favoritism toward ICB and lack of private mutual funds. An ADB audit team in 2004 reported that ICB enjoys enormous facilities (e.g. non-payment of SEC fees, unlimited borrowing, undisclosed daily NAV, etc). These extra-ordinary facilities are major impediments to the growth of private investment companies and a competitive mutual fund market in Bangladesh. As such, we also see no light at the end of the tunnel for a market for derivative securities.
  8. 8. The author is an Assistant Professor of Finance at State University of New York Institute of Technology Guidelines for Capital Market Investment in Bangladesh through BRAC Bank Limited Prepared for Non-Resident Bangladeshis (NRBs) & Foreign Investors Bangladesh Capital Market o Bangladesh Capital Market consists of the Dhaka Stock Exchange (DSE) & the Chittagong Stock Exchange which were incorporated in 1954 & 1995 respectively. o Both are members of South ASIAN Federation of Exchanges (SAFE), a forum in South Asia to promote the development of securities markets in the region. o The Securities & Exchange Commission (SEC) supervises activities of the bourses and its members. o Automated trading facilities available at both bourses since 1998. o The Central Depository Bangladesh Limited (CDBL) introduced its first electronic book entry in 2004. o Market Intermediaries include 238 members of DSE, 135 members of CSE, 28 Full- Fledged Merchant Banks, 6 Asset Management Companies and 5 Custodians6 (Six) Bangladeshi Companies have been added to Dow Jones Safe-100 Index. Why should you invest in Bangladesh Capital Market? o 100% repatriation of capital, dividend and investment profits. o Reinvestment of repatriable dividend treated as new investment. o No tax on capital gains o 10% of all IPOs are reserved for NRBs. o World’s Bank Investor Protection Ranking for Bangladesh 19th, Pakistan 25th, India 38th & Sri Lanka 70th. o Bangladesh was considered as one of the Goldman Sachs Next 11 countries for a high potential of becoming the world’s largest economies in the 21st century along with the BRICs (Brazil, Russia, India and China). o Easy access to ownership of Infrastructure Development companies, high net worth private banks and companies through Capital Market. Requirements for NRBs & Foreign Investors to invest in Bangladesh o A Foreign Currency (FC) Account is needed for inward and outward remittance. o A Non-resident Investor’s Taka Account (NITA) is required for converting foreign currency into Taka. o All Capital Market investors are required to conduct trading through a Stock Broking Account o maintained with any Stock Broker/Member of the respective Stock Exchange. o In order to trade dematerialized shares listed with the Stock Exchanges, investors must have a Beneficiary Owners (BO) Account with CDBL.
  9. 9. o NRB & Foreign Investors may choose to appoint a Custodian to ensure trade execution and safe custody of shares. Why NITA & Stock Broking Accounts According to Chapter 14 9Sec-1 of Vol-1) of the Bangladesh Bank’s Foreign Exchange Transaction Regulations, 1947: o Non-resident persons/institutions including NRBs may buy securities in Bangladesh against freely convertible foreign currency remitted from abroad through the banking channel. o Non-resident investors shall open a NITA with any Authorized Dealer (AD) in Bangladesh (i.e. an authorized commercial bank/ bank branch) o Balances in NITA may freely be used to buy Bangladeshi shares and such balance including dividend and sale proceeds is freely remittable abroad in equivalent foreign exchange. o Purchase and sale of shares listed in Bangladesh Stock Exchanges shall be made only through a member /registered broker of the Stock Exchange & purchase of new public issues not yet listed with the stock exchange may be made directly from the issuing company. o No local funds except dividend/interest earning on securities, share sale proceeds & freely o convertible foreign currency remitted from abroad can be credited to NITA. o No loan facilities shall be allowed in NITA. How to invest through a Custodian in Bangladesh? o Open a FC account and NITA with any AD of the Bangladesh Bank. o Open a Custodian Account with any of the SEC registered Securities Custodian. o Your Custodian will open a Stock Broking Account with any member of the Stock Exchange. o Custodian will act as an Operator of your Stock Broking Account. o The Custodian will also open a BO Account with CDBL in order to trade dematerialized shares and act as a POA to your BO Account. o Remit foreign currency in the local FC Account from abroad with instruction to the Custodian for crediting NITA. o The Custodian will arrange payment to the member for crediting Stock Broking Account. o Send securities trading instruction to your Custodian through e-mail or fax. o Receive securities transaction statement through e-mail or fax from your Custodian. o Instruct your Custodian for remitting fund from Bangladesh to you. o You can open FC Account, NITA, BO Account & Custodian Account with the same bank and your Stock Broking Account can be opened at the same place provided the bank has Custodian license, Subsidiary Brokerage & Authorized Dealership for one- stop solution.
  10. 10. Why BRAC Bank Limited? Being your One-Stop Capital Market service provider, you can avail the following services from BRAC Bank Limited under One-Umbrella: 1. NITA & FC Account opening 2. Stock Broking Account opening through its subsidiary BRAC EPL Stock Brokerage Ltd. 3. BO Account opening 4. Custodian Account opening Document Checklists Required documents for NITA and FC A/C NRBs Foreign Nationals Foreign Institutions Photocopy of passport Bangladeshi Passport Foreign Passport Passport of the CEO Photographs (Account holder) 4 copies PP size (Attested by introducer) 4 copies PP size (Attested by introducer) 4 copies PP size photos of all signatories & authorized persons Photographs (Nominee) 2 copies PP size (Attested by Account holder) 2 copies PP (Attested by Account holder) Not Applicable Employee Statement/ Business Document Required Required Not Applicable Resident Permit Required Not Applicable Not Applicable Memorandum &article of Association, Tax Certificate & Trade License Not Applicable Not Applicable Required Approval from the Board of Directors for Investment & Authorized Person, if any Not Applicable Not Applicable Required Required documents for Stock Broking and BO A/C NRBs Foreign Nationals Foreign Institutions Approval from the Board of Directors for Investment & Authorized Person Not Applicable Not Applicable Required Photocopy of Passport Bangladeshi passport (with valid visa), Foreign Foreign Passport Passport of the Authorized person
  11. 11. passport (with no obligations seal from Bangladesh Embassy) Photographs (Account holder) 3 copies PP size (Attested by introducer) 3 copies PP size (Attested by introducer) Not Applicable Photographs (Authorized Person) 2 copies (Attested by Account holder) 2 copies (Attested by Account holder) 3 copies PP size Power of Attorney (Photographs of POA) Required (2 copies PP size Attested by Account holder) Not required Not required Photographs (Nominee) 1 copy PP size (Attested by Account holder) 1 copy PP size (Attested by Account holder) Not Applicable Bank A/c number certificate/statement FC account FC account & NITA FC account & NITA Memorandum & Article of Association Not Applicable Not Applicable Required Required documents for Custodian A/C NRBs Foreign Nationals Foreign Institutions Approval from the Board of Directors for Investment & Authorized Person Not Applicable Not Applicable Required Photocopy of Passport Bangladeshi passport Foreign Passport Passport of the Authorized person Photographs (Account holder) 3 copies pp size 3 copies pp size Not Applicable Photographs (Authorized person) 2 Copies pp size (attested by account holder) 2 Copies pp size (attested by account holder) 3 copies pp size (authorized person by board) Photographs (Nominee) 1 copy PP size (Attested by Account holder) 1 copy PP size (Attested by Account holder) Not Applicable Bank A/C No. Certificate/Statement FC account & NITA FC account & NITA FC account & NITA Memorandum & Article of Association Not Applicable Not Applicable Required Work Permit Required Not Applicable Not Applicable Insider trading
  12. 12. From Wikipedia, the free encyclopedia Jump to: navigation, search Criminal law Part of the common law series Element (criminal law) Actus reus Mens rea Causation Concurrence Scope of criminal liability Complicity Corporate Vicarious Inchoate offenses Attempt Conspiracy Solicitation Offence against the person Assault Battery False imprisonment Kidnapping Mayhem
  13. 13. Sexual assault Homicide crimes Murder Felony murder Manslaughter Negligent homicide Vehicular homicide Crimes against property Arson Blackmail Burglary Embezzlement Extortion False pretenses Fraud Larceny Possessing stolen property Robbery Theft Crimes against justice Compounding Misprision
  14. 14. Obstruction Perjury Malfeasance in office Perverting the course of justice Defenses to liability Defense of self Defence of property Consent Diminished responsibility Duress Entrapment Ignorantia juris non excusat Infancy Insanity Intoxication defense Justification Mistake (of law) Necessity Loss of Control (Provocation) Other common law areas Contracts Evidence Property
  15. 15. Torts Wills, trusts and estates Portals Criminal justice Law v t e 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]
  16. 16. Contents 1 Legal insider trading 2 Illegal insider trading o 2.1 Definition of "insider" o 2.2 Liability for insider trading o 2.3 Misappropriation theory o 2.4 Proof of responsibility o 2.5 Trading on information in general o 2.6 Tracking insider trades 3 American insider trading law o 3.1 Common law o 3.2 SEC regulations o 3.3 Court decisions o 3.4 Insider trading by members of Congress 4 Security analysis and insider trading 5 Arguments for legalizing insider trading 6 Legal differences among jurisdictions 7 By nation o 7.1 Norway 8 See also 9 Notes 10 References 11 External links 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 has adopted a written binding plan to sell a specific amount of the company's stock every month for two years and later comes into possession of material nonpublic information about the company, trades based on the original plan might not constitute prohibited insider trading.
  17. 17. 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. Sections 16(b) and 10(b) of the Securities Exchange Act of 1934 directly and indirectly address 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] 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. Liability for insider trading Liability for inside 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 (albeit by proxy by passing it on to a "non-insider" so Company A's CEO wouldn't get his hands dirty).[8]
  18. 18. 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 (either the employer's stock or the company's competitor stocks) 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] 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. The SEC and several stock exchanges actively monitor trading, looking for suspicious activity. Trading on information in general Not all trading on information is illegal insider 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 a tender 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.[10] 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). 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.
  19. 19. Securities and Exchange Commission (SEC) summarize the development of U.S. insider trading laws.[11] 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.[12] Members of the U.S. Congress are not exempt from the laws that ban insider trading, however, they generally do not have a confidential or fiduciary relationship with the source of the information they receive and accordingly, do not meet the definition of an "insider".[13] 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 15 of the Securities Act of 1933[14] contained prohibitions of fraud in the sale of securities which were greatly strengthened by the Securities 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] 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. 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]
  20. 20. 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 Winans was 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.
  21. 21. 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 an affirmative defense for pre-planned trades. Insider trading by members of Congress Members of Congress are exempted from insider trading laws and thus can act on information they are bound to gain in the course of their congressional activities, although house rules [21] may consider it unethical. A 2004 study found that stock sales and purchases by Senators outperformed the market by 12.3% per year.[citation needed] Peter Schweizer points out several examples of insider trading by members of Congress, including action taken by Spencer Bachus following a private, behind-the-doors meeting on the evening of September 18, 2008 when Hank Paulson and Ben Bernanke informed members of Congress about the imminent financial crisis, Bachus then shorted stocks the next morning and cashed in his profits within a week.[22] Also attending the same meeting were Senator Dick Durbin and John Boehner; the same day (trade effective the next day), Durbin sold mutual-fund shares worth $42,696, and reinvested it all with Warren Buffett. Also the same day (trade effective the next day), Congressman Boehner cashed out of an equity mutual fund.[23][24] 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
  22. 22. theory.[25] 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.[26] The bill has not passed.[27] Arguments for legalizing insider trading Some economists and legal scholars (e.g. 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.[28] 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.[29] 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. The Atlantic has described the process as "arguably the closest thing that modern finance has to a victimless crime".[30] Legalization advocates also question why "trading" where one party has more information than the other is legal in other markets, such as real 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.[31] 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 running are 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
  23. 23. 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. 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.[32] 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."[33] In accordance with EU Directives, Malta 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"[34] 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.[35]
  24. 24. See what insiders are buying, earlier than everybody else! For Real-time insider transactions. Enter Stock Symbol: (e.g. IBM) Insider behavior matters because research based on real-time signals has shown that a properly modeled picture of insider actions can provide the most accurate reflection of the prospects for the company, industry, economic sector, or even the stock market in general, going forward. This makes perfect sense from an intuitive perspective. Corporate insiders possess all the necessary skills and characteristics that one could use to describe the "successful" investor. These include: A deep knowledge and understanding of the company and/or industry; A demonstrated ability to produce success; The training necessary to understand risk and to control it; The wherewithal (capital) to take advantage of opportunity when it presents itself and finally; A tendency to go against the crowd. In general, insider buys are more useful. Since insiders have exclusive information on the company performance, if they are risking their own money on the stock, usually they should have good reasons, especially when several insiders buy the stock at the same time. Below are some sample insider trades: SYMBOL BUY Date Close PRICE on Buy Date (Or Open PRICE Next Day for After- Hour Insider Buys) SELL Date Close PRICE on Sell Date 1-Month RETURN ACFN 03/26/2012 $8.95 04/26/2012 $11.62 30% MGT 03/22/2012 $1.5 04/23/2012 $2.71 81% SALM 03/16/2012 $3.99 04/16/2012 $5.45 37% BLIN 03/06/2012 $0.97 04/06/2012 $1.3 34% CWBC 02/10/2012 $1.7 03/12/2012 $2.17 28% CAFI 02/03/2012 $1.56 03/05/2012 $2.19 40% ANCI 12/23/2011 $0.38 01/23/2012 $0.54 42% UWN 12/20/2011 $1.19 01/20/2012 $1.54 29% BYD 12/15/2011 $6.11 01/16/2012 $8.05 32% CDXC 12/13/2011 $0.66 01/13/2012 $0.95 44% U.S. Charges 7 for Insider Trading of Dell Stock
  25. 25. By PETER LATTMAN and AZAM AHMED Robert Stolarik for The New York Times“It was a club where everyone scratched everyone else’s back,” said Preet S. Bharara, a U.S. attorney in Manhattan. 9:05 p.m. | Updated Sandeep Goyal was a small-time stock analyst with a big connection. Before pursuing a career on Wall Street, Mr. Goyal spent three years at Dell, and after he left in 2006, he kept close ties to his colleagues at the computer maker. In 2008, while working at a mutual fund company, Mr. Goyal received illegal tips from a Dell employee about the company’s financial results, federal authorities say. Mr. Goyal, they say, used the secret information as currency, passing it around to his expanding network of fellow stock pickers. The leaks, emanating from Dell’s headquarters in Texas, ricocheted around the country, reaching a fund manager at a small trust company in California and three powerful hedge funds in New York and Connecticut. Article Tools E-mail Print 47 Comments Recommend Share o Tumblr o Digg o Linkedin o Reddit o Permalink o Twitter
  26. 26. Related Links The complaint On Wednesday, federal prosecutors announced criminal charges against Mr. Goyal and six others, depicting a ―circle of friends‖ that together earned about $62 million in illegal gains in Dell stock. One hedge fund, Level Global Investors, made $53 million of those profits, the government said. Level Global is the most prominent hedge fund touched by the government’s insider trading prosecutions since the Galleon Group closed in 2009 after the arrest of its co-founder, Raj Rajaratnam. Timothy A. Clary/Agence France-Presse — Getty ImagesAnthony Chiasson, right, a co-founder of Level Global, a hedge fund that is said to have made $53 million from illegal trades. A co-founder of Level Global, Anthony Chiasson, 38, was among those charged on Wednesday. Also charged were Todd Newman, 47, a former trader at Diamondback; Daniel Kuo, 36, a former portfolio manager at Whittier Trust Company in Pasadena, Calif., and Jon Horvath, 42, an analyst at Sigma Capital, a unit of SAC Capital Advisors, the hedge fund run by the billionaire investor Steven A. Cohen. The Dell executive was not named in the government’s complaint. A company spokesman said that if the accusations were true, the action was a clear violation of Dell’s policies. Lawyers for Mr. Chiasson and Mr. Horvath issued separate statements denying the government’s charges against their clients. The other defendants’ lawyers did not immediately respond to requests for comment. The arrest of Mr. Horvath, who is accused of making $1 million in illegal profits, adds to the list of former SAC Capital employees ensnared by the government’s insider trading crackdown. Last year, two former SAC portfolio managers, Noah Freeman and Donald Longueuil, pleaded guilty to trading on illegal stock tips while at the company.
  27. 27. Another pair of former SAC Capital traders, David Ganek and Mr. Chiasson, started Level Global, which closed last year. Mr. Ganek has not been accused of any wrongdoing. Diamondback was also started by SAC Capital alumni, including Mr. Cohen’s brother-in-law, Richard Shimel. Mr. Shimel has not been accused of any wrongdoing, and Diamondback continues to operate. On Wednesday, the company sent a letter to its investors that said it had assisted in the investigation and that the government’s charges were ―an important step towards putting this matter behind us.‖ An SAC spokesman said the firm was continuing to cooperate with the investigation. Though hedge funds are again at the center of insider trading charges, the case is the first time that charges from the government’s insider trading inquiry has reached into the sleepier mutual fund industry. Mr. Goyal worked at Neuberger Berman, a New York money manager with a large mutual fund business. The 39-year-old Mr. Goyal, who has pleaded guilty and is cooperating with the government, received about $175,000 in illicit payments from Diamondback for ―consulting‖ work. He did not make any illegal trades at Neuberger Berman, which has not been accused of any wrongdoing. ―This unethical behavior is contrary to the core values of our firm and the culture of compliance in which we operate,‖ a Neuberger spokesman said. Jesse Tortora, 36, a former trader at Diamondback, and Spyridon Andondakis, 40, a former trader at Level Global, also pleaded guilty and have been cooperating with the government. The case is the latest round of prosecutions in a multiyear government campaign to root out insider trading. Nicknamed ―Operation Perfect Hedge,‖ the investigation has led to more than 60 guilty pleas or convictions. ―If you are engaged in insider trading, what distinguishes you from the dozens who have been charged is not that you haven’t been caught; it’s that you haven’t been caught yet,‖ said Janice K. Fedarcyk, the head of the Federal Bureau of Investigation’s New York office. The Securities and Exchange Commission filed a parallel civil action against the seven defendants on Wednesday. Wednesday’s charges again highlighted the web of connections on Wall Street. Mr. Goyal, Mr. Tortora and Mr. Andondakis, for instance, all worked together earlier in their careers at Prudential Equity Group, and they socialized together in Manhattan and the Hamptons. ―It was a club where everyone scratched everyone else’s back,‖ Preet S. Bharara, the United States attorney in Manhattan who brought the charges, said at a news conference.
  28. 28. More than a year ago, the government raided a series of hedge funds. Federal agent stormed the offices of Level Global, Diamondback Capital Management and two others in November 2010 to retrieve documents and other materials. Months after the November raid, Level Global closed. Mr. Chiasson and Mr. Ganek started Level Global in 2003 shortly after leaving SAC Capital. They used ―Level‖ in its name because, Mr. Chiasson once said, ―Level is a palindrome which connotes balance and adaptability — two key investing traits.‖ In a few years, the fund’s assets swelled to nearly $4 billion, attracting major clients like the New York state pension fund. Inside the firm, the two men exhibited different styles, according to former employees. Mr. Chiasson had a calm and even demeanor, peppering his analysts with questions while rarely raising his voice. Mr. Ganek, by contrast, often barked out directions over the Bloomberg terminals and was a more excitable trader. Their different styles were also apparent in their personal lives. While Mr. Ganek was prominent in the Manhattan social scene, serving on boards and buying millions of dollars worth of modern art, Mr. Chiasson, who grew up near Portland, Me., eschewed the limelight. Since closing the hedge fund, Mr. Ganek has kept a low profile on Wall Street. He is said to be planning a new investment venture, financed mostly by his own wealth, according to a person with knowledge of the matter spoke only anonymously because the discussions were private. Level Global made by far the largest profits in the scheme, according to the government’s accusations. After learning from Mr. Andondakis that a source inside Dell had leaked the company’s bleak financial outlook, Mr. Chiasson oversaw a large negative bet on the computer company, according to the government. The fund accumulated a short position in Dell of 8.6 million shares in the weeks leading up to the company’s earnings announcement. It also bought at least 10,900 put option contracts, a derivatives trade that would magnify the fund’s profits if the price of Dell’s stock dropped. Dell shares declined 14 percent on its earnings announcement. It continued to sink until Level Global closed out its position on Sept. 16, 2008 — the day after the collapse of Lehman Brothers. The fund’s total illegal profits were $53 million, the government said. ―You might call that the big short,‖ said Mr. Bharara, a reference to ―The Big Short,‖ Michael Lewis’s book about the financial crisis. ―Or more precisely: the big illegal short,‖ Mr. Bharara added.
  29. 29. Ben Protess contributed reporting. More details revealed on inside trader's jailing English.news.cn 2012-05-22 15:01:40 File photo of Huang Guangyu.(Photo Source: chinadaily.com.cn) BEIJING, May 22 (Xinhua) -- The Supreme People's Court (SPC) on Tuesday revealed more details about the insider trading case that saw Chinese home appliance tycoon Huang Guangyu jailed in 2010. SPC spokesman Sun Jungong told a press conference that Huang, as the major shareholder of Shenzhen-listed Beijing Centergate Technologies (Holding) Co. Ltd., instructed accomplices to open dummy trading accounts using more than 79 individuals' IDs and to buy the company's stock before statements of major transactions and corporate restructuring were issued. In three such insider deals, Huang acquired more than 140 million shares with a value of 1.8 billion yuan (286 million U.S. dollars) and profits of nearly 400 million yuan, according to a press release posted on the SPC website. Sun cited the case of Huang, former chairman of Chinese electronics retail giant Gome, as an example of insider trading that has "seriously jeopardized the security of the capital market and economic and social order." Huang was sentenced to 14 years in prison in May 2010 after being convicted of illegal business dealings, insider trading and corporate bribery.
  30. 30. Also known as Wong Kwong-yu, he was once the richest man in China's mainland and the legal representative of both Gome and Beijing Pengrun Real Estate Development Company. According to the SPC, the number of insider trading cases closed by Chinese courts has increased annually, from one in 2007 to 11 in 2011. A new statutory interpretation on insider trading, issued by the SPC, will take effect from June 1 in hopes of easing some of the difficulties associated with combating this crime. Sun warned that insider trading causes very negative impacts, and it involves sophisticated and highly professional criminals with financial, legal and IT backgrounds. It is very hard to track these crimes and convict the perpetrators. The China Securities Regulatory Commission obtained tip-offs on 426 insider trading cases from 2008 to 2011, but only 153 of them were opened for investigation. The new statutory interpretation was drafted by the SPC and the Supreme People's Procuratorate on articles related to insider trading in criminal law, securities law and the regulation of futures trading. It clarifies the definition of an insider, which refers to an individual, not an institution, that is either a senior manager or major shareholder -- one holding more than a 5-percent stake -- of a listed company or its affiliates, an employee of a security firm involved with trade or an official with the security watchdog. It also defines people who obtain confidential transaction information through illegal means and how investigators should define the act of insider trading. In addition, the interpretation explains that an insider securities transaction with a value of over 500,000 yuan constitutes a grave crime. A futures transaction with a value of more than 300,000 yuan and a deal yielding profits of more than 150,000 yuan will also be considered grave crimes. Defining Illegal Insider Trading September 25 2010 | Filed Under » Laws, Stocks When hearing news stories about illegal insider trading activity, investors usually take notice because it's an activity that affects them. Although there are legal forms of insider trading (which you can learn more about in the articles Uncovering Insider Trading and When Insiders Buy, Should You Join Them?) , the better you understand why illegal insider trading is a crime, the better you'll understand how the market works. Here we discuss what an illegal insider is, how it compromises the essential conditions of a capital market and what defines an insider. What Is It and Why Is It Harmful? Insider trading occurs when a trade has been influenced by the privileged possession of corporate
  31. 31. information that has not yet been made public. Because the information is not available to other investors, a person using such knowledge is trying to gain an unfair advantage over the rest of the market. Using nonpublic information for making a trade violates transparency, which is the basis of a capital market. Information in a transparent market is disseminated in a manner by which all market participants receive it at more or less the same time. Under these conditions, one investor can gain an advantage over another only through acquiring skill in analyzing and interpreting available information. This skill is based on individual merit and awareness. If one person trades with nonpublic information, he or she gains an advantage that is impossible for the rest of the public. This is not only unfair but disruptive to a properly functioning market: if insider trading were allowed, investors would lose confidence in their disadvantaged position (in comparison to insiders) and would no longer invest. Advertisement - Article continues below. The Law In August 2000, the Securities and Exchange Commission (SEC) adopted new rules regarding insider trading (made effective in October of the same year). Under Rule 10b5-1, the SEC defines insider trading as any securities transaction made when the person behind the trade is aware of nonpublic material information, and is hence violating his or her duty to maintain confidentiality of such knowledge. Information is defined as being material if its release could affect the company's stock price. The following are examples of material information: the announcement that the company will receive a tender offer, the declaration of a merger, a positive earnings announcement, the release of the company's discovery such as a new drug, an upcoming dividend announcement, an unreleased buy recommendation by an analyst and finally, an imminent exclusive in a financial news column. Trade Forex and make big profits. Try Now! In a further effort to limit the possibility of insider trading, the SEC has also stated in Regulation Fair Disclosure (Reg FD), which was released at the same time as Rule10b5-1, that companies can no longer be selective as to how they release information. This means that analysts or institutional clients cannot be privy to information ahead of retail clients or the general public. Everyone who is not a part of the company is to receive information at the same time. Who Is an Insider? For the purposes of defining illegal insider trading, a corporate insider is someone who is privy to information that has yet to be released to the public. If a person is an insider, he or she is expected to maintain a fiduciary duty to the company and to the shareholders and is obligated to retain in confidence the possession of the nonpublic material information. A person is liable of insider trading when he or she has acted on privileged knowledge in the attempt to make a profit. Sometimes it is easy to identify who insiders are: CEOs, executives and directors are of course directly exposed to material information before it's made public. However, according to the
  32. 32. misappropriation theory of insider trading cases, certain other relationships automatically give rise to confidentiality. In the second part of Rule 10b5-2, the SEC has outlined three nonexclusive instances that call for a duty of trust or confidentiality: 1. When a person expresses his or her agreement to maintain confidentiality 2. When history, pattern and/or practice show that a relationship has mutual confidentiality 3. When a person hears information from a spouse, parent, child or sibling (unless it can be proven that such a relationship has not and does not give rise to confidentiality). Partners in Crime In insider trading that occurs as a result of information leaking outside of company walls, there is what is known as the "tipper" and the "tippee". The tipper is the person who has broken his or her fiduciary duty when he or she has consciously revealed inside information. The tippee is the person who knowingly uses such information to make a trade (in turn also breaking his or her confidentiality). Both parties typically do so for a mutual monetary benefit. A tipper could be the spouse of a CEO who goes ahead and tells his neighbor inside information. If the neighbor in turn knowingly uses this inside information in a securities transaction, he or she is guilty of insider trading. Even if the tippee does not use the information to trade, the tipper can still be liable for releasing it. It may be difficult for the SEC to prove whether or not a person is a tippee. The route of insider information and its influence over people's trading is not so easy to track. Take for example a person who initiates a trade because his or her broker advised him or her to buy/sell a share. If the broker broker based the advice on material non-public information, the person who made the trade may or may not have had awareness of the broker's knowledge - evidence to prove what the person knew before the trade may be hard to uncover. Excuses, Excuses Oftentimes, people accused of the crime claim that they just overheard someone talking. Take for example a neighbor who overhears a conversation between a CEO and her husband regarding confidential corporate information. If the neighbor then goes ahead and makes a trade based on what was overheard, he or she would be violating the law even though the information was just "innocently" overheard: the neighbor becomes an insider with a fiduciary duty and obligation to confidentiality the moment he or she comes to possess the nonpublic material information. Since, however, the CEO and her husband did not try to profit from their insider knowledge, they are not necessarily liable of insider trading. In their carelessness, they may, however, be in breach of their confidentiality.
  33. 33. Home | Previous Page Insider Trading "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. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank. 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. Examples of insider trading cases that have been brought by the SEC are cases against: Corporate officers, directors, and employees who traded the corporation's securities after learning of significant, confidential corporate developments; Friends, business associates, family members, and other "tippees" of such officers, directors, and employees, who traded the securities after receiving such information; Employees of law, banking, brokerage and printing firms who were given such information to provide services to the corporation whose securities they traded; Government employees who learned of such information because of their employment by the government; and Other persons who misappropriated, and took advantage of, confidential information from their employers. Because insider trading undermines investor confidence in the fairness and integrity of the securities markets, the SEC has treated the detection and prosecution of insider trading violations as one of its enforcement priorities.
  34. 34. The SEC adopted new Rules 10b5-1 and 10b5-2 to resolve two insider trading issues where the courts have disagreed. Rule 10b5-1 provides that a person trades on the basis of material nonpublic information if a trader is "aware" of the material nonpublic information when making the purchase or sale. The rule also sets forth several affirmative defenses or exceptions to liability. The rule permits persons to trade in certain specified circumstances where it is clear that the information they are aware of is not a factor in the decision to trade, such as pursuant to a pre-existing plan, contract, or instruction that was made in good faith. Rule 10b5-2 clarifies how the misappropriation theory applies to certain non-business relationships. This rule provides that a person receiving confidential information under circumstances specified in the rule would owe a duty of trust or confidence and thus could be liable under the misappropriation theory. TERMS OF USE & PRIVACY POLICY Please read the following terms and conditions relating to access of The Inside Trader website and related websites. By accessing and using The Inside Trader website and related websites and emails from these sites, the customer acknowledges that he or she has read, understood and agrees to be bound by the terms and conditions. Financial Services Guide You can download our Financial Services Guide here. IMPORTANT: This information has been prepared for distribution over the internet and without taking into account the investment objectives, financial situation and particular needs of any particular person. The Inside Trader makes no recommendations as to the merits of any investment opportunity referred to in its emails or its related websites. Services provided 1. The Inside Trader is brought to you by Equilibrium Enterprises Pty Ltd ABN 39 089 986 130 as an authorised representative of Gryphon Learning Pty Ltd. ACN 098 597 427 Australian Financial Services License Number: 246606 ('The Inside Trader'). 2. Various subscriptions are available for varying periods, payable only in advance. The Inside Trader offers a 14 day
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  40. 40. required to deliver our services to you. Who else will receive access to my personal information? on a confidential basis to industry bodies, our agents, contractors or third party service providers that provide financial, administrative or other services for the purposes of Equilibrium Enterprises Pty Ltd or Gryphon Learning Pty Ltd's business. where the law requires us to do so. How do I access information you hold about me? You are entitled at any time to request access to personal information held by The Inside Trader about you, and ask us to correct this information where you believe it is incorrect or out- of-date. Stock Market Manipulation Insider trading is an example! Stock market manipulation is any activity that attempts to interfere with the proper operation of the stock market and create artificially distorted stock prices. This type of activity is prohibited in the United States under Section 9(a)(2)[2] of the Securities Exchange Act of 1934.
  41. 41. In Australia a similar prohibition is covered under Sections 1041A of the Corporations Act 2001. Types of Market Manipulation Market manipulation can occur in a variety of ways including ... Churning - when a trader places both buy and sell orders at about the same price. The increase in activity is intended to attract additional investors, and increase the price. Rumoring - when a group of traders create activity or rumors in order to drive the price of a stock up, sometimes referred to in the US as 'ramping' (the market up). Wash trading - selling and re-purchasing the same or substantially the same security for the purpose of generating activity and increasing the price, or creating a tax loss. Follow the link Wash trading for further information. Bear raiding - attempting to push the price of a stock down by heavy selling or short selling. Insider Trading Insider trading refers to the buying or selling of a stock by someone who has access to non- public information of value about the stock. Insider trading can be illegal or legal depending on when the insider makes the trade. It is illegal when the material information is still non-public. Trading while having special knowledge is unfair to other investors who don't have access to such knowledge. Directors are not the only ones who have the potential to be convicted of insider trading. Brokers and even family members can potentially be guilty. Insider trading is legal once the information has been made public, at which time the insider has no direct advantage over other investors. The Securities and Exchange Commission (SEC), and regulatory bodies in many other countries however, still require all insiders to report all their transactions. To Conclude Stock market manipulation is an activity which is out of the control of value investors. They are reliant on the market regulators to enforce the law regarding this behavior. Company insiders are required to report instances of insider trading to the regulator. Value investors should look at these trading reports to see how insiders are legally trading their stock.
  42. 42. The reason being that company insiders have the best insight into the workings of their company.

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