insider trading case study
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INSIDER TRADING Regulations & Practices
Agenda for PresentationIntroduction
History behind insider trading
Regulatory Aspect of Insider Trading
Introduction Insider trading essentially denotes dealing in a company s securities on the basis of confidential information relating to the company which is not published or not known to the public used to make profit or loss. It is fairly a breach of fiduciary duties of officers of a company or connected persons as defined under the SEBI regulations,1992, towards the shareholders.
ContdInsider terms actually includes both legal and illegal conduct.
The legal version is when corporate insider officer, 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 SEBI.
Illegal insider trading refers generally to buying or selling a security , in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material , non public information about the security.
Who are insider traders?Corporate officers, directors , and employees who traded the corporations securities after learning of significant , confidential corporate developments.
Friends , business associates, family members , and other types of such officers , directors , and employees, who traded the securities after receiving such information.
ContdEmployees of law, banking , brokerage and printing firms who were given such information to provide services to the corporation whose securities they traded.
Govt employees who learned of such information because of their employment by the govt .
Other persons who misappropriated ,and took advantage of, confidential information from their employers.
Why forbid insider trading?The prevention of insider trading is widely treated as an important function of securities regulation.
In order to make sense of insider trading , we must have basic understanding of markets, prices and role of markets in the economy.
Insider trading appears unfair, especially to speculators outside a company who face difficult competition in the form of insider trading.
History behind Insider Trading
History behind Insider Trading Regulation in IndiaInsider trading in India was unhindered in its 130 year old stock market till about 1970.
In 1979 , the Sachar committee recommended amendments to the companies Act,1956 to restrict prohibit the dealings of employees . Penalties were also suggested to prevent the insider trading.
In 1986 the Patel committee recommended that the securities contracts Act ,1956 may be amended to make exchange curb insider trading and unfair stock deals.
ContdIn 1989 the Abid Hussain committee recommended that the insider trading activities may be penalized by civil and criminal proceedings and also suggested the SEBI formulate the regulations and governing codes to prevent unfair dealings.
India through SEBI regulations 1992 has prohibited this fraudulent practice .
These regulations were drastically amended in 2002 and renamed as SEBI regulations 1992.
In India.Only 14 cases taken up by SEBI for insider trading in 2003-04 , which went down to only 7 in 2004-05.
In terms of cases completed, the no was only 9 and 5 respectively.
So does India has fewer incidence of insider trading or our systems/laws not geared enough to detect such cases?
Regulatory aspect of Insider Trading
Regulatory aspects of prohibition of Insider TradingSEBI prohibition of Insider Trading regulation 1995.
Section 11(2) E of companies act 1956 prohibits the Insider Trading
What is Insider Trading is not defined in the companies act -1956
Why there is need for the Prohibition of Insider Trading???As per SEBI the Prohibition of Insider Trading is required to make Securities Market:
Fair & Transparent
To have a level playing field for all the participants in the market
For free flow of information & avoid information asymmetry
Who is Insider??? Who is Insider is defined under the SEBI Prohibition of Insider Trading regulation 2 (e)
Insider is the person who is connected with the company , who could have the Unpublished price sensitive information or receive the information from somebody in the company .
For the purpose this definition, words connected person shall any person who is a connected person six months prior to an act of insider trading
Who Can be a connected person???It could be director of the company ,or is deemed to be a director of the by virtue of sub-clause(10) of section 307 of the companies act 1956
He /She could be officer or professional of the company or holding a business relationship with the company.
Any person having UPPI from the any subsidiary or group company is also stated to be the connected person.
Connected person can also be from intermediarys like stock exchange , Merchant Bank , Transfer agent, debenture trustee, Bankers & relatives of promoter or of BOD.
Relatives are defined very extensively in the companies act 1956
1. Father2. Mother3. Son4. Sons wife5. Daughter6. Fathers father7. Fathers mother8. Mothers mother9. Mothers father10.Sons son11.Sons sons wife12.Sons daughter
11.Sons sons wife12.Sons daughter13.Sons daughters husband14.Daughters husband15.Daughters son16.Daughters sons wife17.Daughters daughter18.Daughters daughters husband19.Brother20.Brothers wife21.Sister22.Sisters husband
But several close relatives are excluded Like all in-laws (Brother-in-law, Father-in-law etc.)-Brothers wifes brother etc.
What is price sensitive information??? The Price sensitive information is defined in Regulation 2(h)(a) of the prohibition of Insider Trading.
It means any information which relates directly or indirectly with the company & which if published is likely to materially affect the prices of the securitys of the company.
The information which is deemed to be price sensitive are like.Periodical financial results
Intended declaration of the dividends(both Interim & Final)
Issue of securities or buy back of securities
Any major expansion plans or execution of new projects.
Amalgamation & mergers or takeovers.
Disposal of the whole or substantial part of the undertaking
Any significant changes in policies , plans or operations of the company.
Regulation 3 of the Prohibition of Insider trading
No Insider should deal insecurity , while in possession of UPPI.
He / She should not communicate or procure the UPPSI to others.
Regulation 3(B)This regulation states that there should be Chinese Wall With in the company & one department should not know about what other departments are doing.
Disclosures for prohibition of Insider TradingInitial Disclosure
Like buying the stake greater than the 5% of the paid up capital of the company ,the acquiring company should inform the Stock Exchange with in 2 days of acquiring the stake.The new director should disclose all its trade position in Equity or derivatives with in 2 days of its appointment.
If the director changes its holding by 2% .Investment of Rs 5 Lacs or 25000 shares or buying the 1% stake of the paid up capital which ever is the least should be disclosed.3 All holdings in securities of that company4 Periodic statements of all transactions5 Annual statement of all holdings6 Any other disclosure of the company to stock exchanges.
Model Code of Conduct for Prohibition A compliance officer is required to be appointed by the company.
There should be pre-clearance of trade by the officer of designated employees. Designated employees includes :
Employees from top 3 layers of Mgmt.All Employees in finance department irrespective of any designation & grade.Employee designated by BOD from time to time to whom the trading restriction shall be a applicable.
Trading window ,is closed 7 days prior & 24 hours post event for the connected persons during the UPPSI activities like RESULTS,IPO,CAPEX,BUY BACK , etc.
There are several forms in accordance with disclosures & code of conduct.Insider_Trading_Code_of_Conduct.pdf
Investigation of Insider Trading
Regulation 4(a) deals with the request for the enquiries.
SEBI can also appoint the outsider auditor for the enquiry & auditor would have the same power as the SEBI possess.
Before undertaking any investigation under regulation (5) SEBI shall give a reasonable notice to insider for that purpose.
Where SEBI is satisfied that in the interest of investors or in public interest no such notice should be given, it may by an order in writing direct that the investigation be taken up without such notice.
SEBIs Power to make inquiries and inspection Regulation 4A
If the SEBI suspects that any person has violated any provision of these regulations, it may make inquiries with such persons.
The SEBI may appoint officers to inspect the books and records of insider(s) for the purpose of inspection.
The SEBI can investigate and inspect the books of account, either records and documents of an insider on prima facie.
SEBI can investigate into the complaints received from investors, intermediaries or any other person on any matter having a bearing on the allegations of insider trading.
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