What is Insider Trading?
The meaning of insider trading refers to the illegal practice of using information that is not available to the public to make decisions on when and what stocks to purchase or sell. The motive behind insider trading is usually profit-seeking, as the inside information can provide an unfair advantage in financial markets. For example, a company might know that earnings are going to be higher than expected and buy stock before announcing their results.
This kind of activity goes against laws established by regulatory bodies such as the U.S. Securities and Exchange Commission (SEC). Insider trading violations can result in civil penalties for those found guilty, including disgorgement of profits, fines, and even jail time if it’s deemed a criminal offense. Additionally, organizations may face reputational damage and financial losses if they are found to be engaging in this kind of activity.
It's important for organizations to have measures in place that prohibit insider trading, as well as training programs to ensure employees understand the implications of such activity. Companies should also commit to monitoring their executives' transactions and conduct regular investigations into any suspicious behavior. By taking these steps, companies can protect themselves from insider trading violations and the associated risks.
Ultimately, insider trading is a serious offense that can have severe consequences. Organizations should have policies and procedures in place to prevent such activity and ensure they are compliant with applicable laws and regulations. Doing so will help them maintain their integrity and protect themselves from potential legal ramifications.
Simplified Example
Insider trading is when someone who has special information about a company, such as an employee or a board member, uses that information to make a profit by buying or selling shares of the company's stock.
Imagine you and your friends play a game where you trade stickers, and one of your friends is the person who makes the stickers. They know what new stickers are coming out and when, but they don't tell the rest of the group. Instead, they use that information to buy or sell stickers that they know are going to be in high demand, making a profit while the rest of the group doesn't have the same information. It's not fair because they have an advantage. Insider trading is similar, but instead of stickers, it's about stocks and shares of a company, and the people who have access to the information are employees or board members who are not allowed to use that information for personal gain. It's illegal and it's not fair.
History of the Term "Insider Trading"
The term "insider trading" has historical roots spanning centuries, but its formal association with securities law emerged in the early 20th century. The first documented use of "insider trading" in a legal context dates back to a 1917 case involving the United States Steel Corporation. In this case, the court ruled that two company officers had utilized confidential information to purchase shares before a public announcement of a dividend increase, violating their fiduciary duty. The Securities Exchange Act of 1934 further refined the concept of insider trading, making it unlawful to trade based on material nonpublic information (MNPI), which encompasses undisclosed information capable of impacting security prices. The Act also prohibited the communication of MNPI to others for trading purposes.
Examples
Material Non-Public Information (MNPI) Usage: Insider trading involves the use of Material Non-Public Information (MNPI) to gain an unfair advantage in the stock market. This can occur when an individual with access to MNPI, such as a company insider or a family member, buys or sells stock based on that information before it becomes public. For example, an employee of a publicly traded company who has access to confidential information about an upcoming merger or acquisition may buy or sell stock in the company based on that information, violating securities laws and regulations.
Tipping: Insider trading can also involve the sharing of MNPI with others, known as tipping. For example, a company insider may share confidential information about an upcoming merger or acquisition with a friend or family member, who then buys or sells stock based on that information. Both the insider and the individual who received the information are committing insider trading and violating securities laws and regulations.
Front-Running: Insider trading can also involve front-running, in which an individual uses MNPI to make trades ahead of a large institutional trade. For example, an investment banker who has access to information about a large institutional trade may buy or sell stock in the same company before the institutional trade is executed, violating securities laws and regulations. This type of insider trading can result in significant profits for the individual and harm to the institutional investor and the market as a whole.