SEC FILES AMENDED INSIDER TRADING COMPLAINT – BARAI CAPITAL MANAGEMENT AND
Insider Information Archive
Insider Trading

Making a securities sale on the basis of privileged information is flatly illegal. A variety of defenses exist for certain similar yet ethical practices, so the regulatory line between lawful and illegal behavior is a bit fuzzy. Ethically, if on the basis of privileged information an insider thinks his stock is worth less than his selling price, he shouldn’t be selling it.
It’s easy to think of examples of both lawful and illegal insider trading. If the CEO of a publicly traded company happens to know that his company is about to go bankrupt, and that information is not yet public, and he reasonably expects the share price to be devastated, selling his shares on the basis of that information would be a serious crime. But if his company were healthy, and he had previously calculated using a pricing model that the price of his company’s stock had risen too high, and the information on which he based his decision were public, he would have legal justification to make sales (with the right documentation).
It’s pretty clear, though, that there is unfortunately still a grey area in the regulations permitting insiders to make sales with greater acuity than the average investor without being penalized. In addition, insider purchases are somewhat less strictly regulated than sales.
The SEC requires directors, officers and beneficial owners of publicly-traded companies to file SEC Form 4 when making a trade of most classes of securities of their respective companies and both SEC Form 144 and Form 4 when making sales. Watching insider trades can be highly informative.
It should be pointed out that some insiders place purchases in an attempt to drive up the price of their company’s securities. In particular, if insiders place small purchases, look for signs of an attempt to drive speculation. There’s a big difference between investing the equivalent of 2 weeks of CEO pay and investing one’s entire life savings.
While insider sales do not necessarily mean that the stock is overvalued, sudden, large-scale inside sell-offs are justly regarded with suspicion; they may even indicate that something nefarious is afoot.
- The SEC EDGAR database is likely the most up-to-date source of insider trading information, but it will not require standardized data formats until 2011. In the meantime, filings there may be listed in free-form text and/or HTML formats.
- Yahoo! provides two years of insider trading data for individual securities.
- Insider-monitor.com provides insider trading data in chronological tabular format.
The viewpoints expressed in this post are strictly opinions and should not be taken as investment advice.
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