...CHAPMAN GRADUATE SCHOOL OF BUSINESS | INSIDER TRADING | A CRITICAL APPROACH | | Juan Guillermo Gonzalez | 12/20/2014 | This academic document in intended to make an analytical approach of insider trading in the U.S. It will also discuss the European case and how it compares to the U.S. Finally, it will describe international implications of insider trading and the cooperation among nations. | TABLE OF CONTENT Page Introduction …………………………………………………………………………………………………………….. 4 Insider Trading – Opposing Viewpoints ……………..………………………………………………. 5 Insider Trade in the United States .………………………………………………………………………… 7 Insider Trading in the E.U ……………………………………………………………………………………. 9 Comparing the U.S. and the E.U ……………………………………………………………………….. 10 International Cooperation …………………………………………………………………………………… 11 Conclusions ………………………………………………………………………………………………………….. 12 End Notes …………………………………………………………………………………………………………… 13 INTRODUCTION The U.S. Securities and Exchange Commission defines insider trading as both legal and illegal conduct of corporate insiders in relation with buying or selling securities in their own companies . When corporate officers, directors, or employees trade securities within their firm, they are required to report such activities to the SEC. However, some individuals take advantage of their privileged position; having access to nonpublic, material information about the security, insiders sometimes engage in security trading...
Words: 3358 - Pages: 14
...The report on film “Insider” The most interesting thing is that the film was put on the events, which only recently had taken place in America. The real names of main characters of the story, played by Al Pacino and Russell Crowe, are Dr. Lowell Bergman and Uigand. Dr. Uigand actually testified in court against the tobacco company "Brown & Williamson" (by the way, the management of the company after the movie has filed a lawsuit against the producers of the film) and convinced the court of justice, so then in fifty U.S. states have filed lawsuits on tobacco companies for a total of 246 billion dollars. Many of these claims have been satisfied and called a real panic among the tobacco workers, because it was a first precedent when the tobacco workers were found guilty. Prior to this, tobacco companies do not ever lose in the court, spending on lawyers and attorneys huge money. I have already heard about these processes, and still could not figure out what it was about. But this film put everything in its place. This is not about that tobacco itself is addictive and harmful for health. The question is what chemical elements and compounds the tobacco companies add in production of cigarettes to have "better taste", "better smoke" and so on. Ammonia and nitrate - not all of that stuff, which adds a certain cigarette "taste", and many times increases the addiction to tobacco, the risk of lung cancer and other illnesses. That's the whole point. Smokers consciously endanger...
Words: 380 - Pages: 2
...nicotine is addictive and harmful. When Brown and Williamson executive Jeffrey Wigand (Crowe) tries to expose the industry's cover-up, he is threatened into silence. He eventually gets his story to 60 Minutes producer Lowell Bergman (AL Pacino), but CBS decides against airing it due to political and economic pressures, and the threat of lawsuit from Brown and Williamson. Before we start, I think it's important that you know a little thing about me, and where I'm coming from. I do smoke. But I believe that most of the lawsuits filed against the tobacco industry are unfounded, desperate attempts for people to put the blame on anyone but themselves. I think social security is a safety net for the financially irresponsible. I thought The Insider was a great movie from a strictly entertainment perspective (don't get ahead of me on this one!), and I enjoyed it very much. Russell Crowe is Jeffrey Wigand, a Brown and Williamson VP of Research and Development whose conscience compels him to blow the whistle on the industry. He claims that Big Tobacco has been covering up scientific research that proves nicotine is addictive and harmful. The writing puts a lot of energy into making sure that Wigand is a sufficiently complicated character, and one that we sympathize with. To be sure, he's not entirely one-dimensional. Initially, he does what most of us would do in his position: he takes the money and benefits that the company offers him in return for silence. After all, the guy has...
Words: 1020 - Pages: 5
...The Insider is a film filled with ethical dilemmas, suspense, and controversy. It is based on a true story related to an episode of the CBS news show 60 Minutes that never aired. The plot puts Dr. Jeffrey Wigand (Russell Crowe) at odds with Brown & Williamson, the third largest tobacco company in the country. Wigand was fired from his position as Vice President of Research and Development, at which he was instructed to hide information related to the addictive nature of nicotine. The plot takes off when Lowell Bergman (Al Pacino), a producer for 60 Minutes, discovers that Wigand has a story to tell. The best way for Wigand to tell that story is with the help of Bergman, via an interview aired on 60 Minutes. However, tobacco companies have a history of viciously defending their profits, by whatever means necessary, and Brown & Williamson does just that. The story hits a climax as the interests and incentives of the television station CBS, 60 Minutes, Dr. Wigand and Brown & Williamson are played out. Portrayal of Business The film portrays business in an extremely negative light. It focuses on two central conflicts – one between Brown & Williamson and Wigand, the other between CBS Corporation and Bergman. Brown & Williamson is the primary antagonist. The film is ripe with examples of the bad things they do. Their principle, most damaging offense is deceit. They are charged with covering up the addictive properties of nicotine and finding ways to exploit...
Words: 1458 - Pages: 6
...1) Which are the stakeholders of CBS News? * Stakeholder of CBS news are Ms Helen Caperelli, Mr Eric Cluster, Don Hewitt, Lowell Bergman, Mike Wallace, Jeffrey Wigand, CBS corporate, and all the employees directly or indirectly related to it. 2) Had CBS News established trust in its relations with all its stakeholders? Please justify your answer. * No, CBS has not been able to establish relations to all its stakeholders. It was seen in the later part of the movie that when CBS management kill the story of doctor vegan by fearing that a law suit by big tobacco would put at risk its proposed merger with Westing house and the multimillion dollar bonuses that were to be paid to CBS executive. Hence, they broke up their trust with all its stakeholders by backing up just for the profit of the company. 3) Was trust necessary between CBS News and its employee/ sources? Why do you say so? Would your answer differ if the industry was different? Why? * Yes, necessarily there has to be trust between CBS and its employees. While honesty and integrity are the basis for stakeholder trust across the board, those stakeholders that interact extensively with the organisation need to perceive authentic concern for their well-being to continue their trust. In other words, even well-meaning, ethically driven organisations can destroy trust if they are seen as being “fair but callous” when it comes to managing relationships with their most important stakeholders...
Words: 574 - Pages: 3
...1. Kelly would be entitled to the 20-foot strip if that was agreement stated in the contract and if Brown knew that Kelly’s main goal was to eventually regain possession of his 20-foot strip of land. However, if Kelly and Brown just orally agreed that the 20-foot strip would be reconveyed to Kelly than Kelly is not entitled to get his 20-foot strip back because it was a sale of real estate and it needed to be in writing. All contracts to sell land, buildings, or interests in land must be evidenced by a writing. The ethical issue is that Brown knew that Kelly wanted his 30-foot strip back but he doesn’t legally have to give it back to him because it was written down in their contract although they orally agreed to it. Brown is unethical for not giving Kelly’s 20-foot strip back. But, Kelly might be able to get his land back because this is an issue involving promissory estoppel and Kelly relied on the promise made by Brown in order to validate his decision to sell to Brown under the terms defined in the written contract. 3. Lawrence does not have a defense. The statute of frauds requires a contract for the promise by the executor or administrator of a decedent’s estate to pay a claim against the estate from personal funds to be written in a contract. Moore’s widow may have promised to pay the debt that her deceased husband owed Lawrence but without a written contract stating that she would pay her husband’s debt the promise cannot be enforced. The promise cannot be enforced unless...
Words: 540 - Pages: 3
...nicotine is addictive and harmful. When Brown and Williamson executive Jeffrey Wigand (Crowe) tries to expose the industry's cover-up, he is threatened into silence. He eventually gets his story to 60 Minutes producer Lowell Bergman (AL Pacino), but CBS decides against airing it due to political and economic pressures, and the threat of lawsuit from Brown and Williamson. Before we start, I think it's important that you know a little thing about me, and where I'm coming from. I do smoke. But I believe that most of the lawsuits filed against the tobacco industry are unfounded, desperate attempts for people to put the blame on anyone but themselves. I think social security is a safety net for the financially irresponsible. I thought The Insider was a great movie from a strictly entertainment perspective (don't get ahead of me on this one!), and I enjoyed it very much. Russell Crowe is Jeffrey Wigand, a Brown and Williamson VP of Research and Development whose conscience compels him to blow the whistle on the industry. He claims that Big Tobacco has been covering up scientific research that proves nicotine is addictive and harmful. The writing puts a lot of energy into making sure that Wigand is a sufficiently complicated character, and one that we sympathize with. To be sure, he's not entirely one-dimensional. Initially, he does what most of us would do in his position: he takes the money and benefits that the company offers him in return for silence. After all, the guy has a...
Words: 1107 - Pages: 5
...The Insider (1999) is a film rife with ethical dilemmas, suspense and controversy. It is based on a true story related to a 1994 episode of the CBS news show 60 Minutes that never aired. The plot puts Dr. Jeffrey Wigand (Russell Crowe) at odds with Brown & Williamson, the third largest tobacco companies in the country. Wigand was fired from his position as Vice President of Research and Development, at which he was instructed to hide information related to the addictive nature of nicotine. The plot takes off when Lowell Bergman (Al Pacino), producer for 60 Minutes, discovers that Wigand has a story to tell. The best way for Wigand to tell that story is with the help of Bergman, via an interview aired on 60 Minutes. However, tobacco companies have a history of viciously defending their profits, by whatever means necessary, and Brown & Williamson does just that. The story hits a climax as the interests and incentives of the television station CBS, 60 Minutes, Dr. Wigand and Brown & Williamson are played out. Portrayal of Business The film portrays business in an extremely negative light. It focuses on two central conflicts – one between Brown & Williamson and Wigand, the other between CBS Corporation and Bergman. Brown & Williamson is the primary antagonist. The film is ripe with examples of the bad things they do. Their principle, most damaging offense is deceit. They are charged with covering up the addictive properties of nicotine and finding ways to exploit ...
Words: 1443 - Pages: 6
...CAN ONTARIO IMPROVE ITS INSIDER TRADING REGULATION AND ENFORCEMENT BY ADOPTING POLICIES USED IN THE USA? Prepared by Muhammad Bilal Amjad 2B Accounting and Financial Management ID 20429857 AFM 231: Business Law School of Accounting and Finance University of Waterloo Friday, August 9, 2013 Abstract The purpose of this paper is to present potential suggestions on how Canada (more specifically, Ontario) can improve its insider trading regulation and enforcement. In order to do so, this paper will compare the insider trading regulation and enforcement in Canada and the USA. It will examine whether or not Ontario should take from the methods used in the USA in order to strengthen its regulation and enforcement of insider trading. Ontario was chosen in particular because securities regulation in Canada falls under the jurisdiction of provincial governments, with Ontario being home to Canada’s largest securities market. Introduction Insider trading is a subject of great significance in security markets all across the globe. Not only does it violate securities law in Canada and many other countries, it is also seen as highly unethical. It applies not only to equity, but also to bond and option markets. Insider trading is deemed illegal primarily because it is contrary to the public trusts upon which security markets operates; it undermines investor confidence, and as a result, discourages investment (Dessaulles, 2013, p. 9). In addition, it is viewed as being immoral because...
Words: 6882 - Pages: 28
...Insiders Trading: Is it unethical? Table of Content Introduction 3 Body 3-4 Appendix A 5 Conclusion 5 Work Cited 6 Introduction Insider trading occurs when a trade has been influenced by the privileged possession of corporate 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. You're acting on information not known to other investors. Using nonpublic information for making a trade disturbs 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 insiders trading were allowed, then investors would lose confidence in their disadvantaged position and would no longer invest. Body The practice of insider trading is considered to be unethical by many people around the world. The United States Securities and Exchange Commission (SEC) describe...
Words: 855 - Pages: 4
...Abstract Insider trading is a serious crime. The general public is held accountable, and yet, it is legal for members of Congress. There are several cases involving members of society being prosecuted for their illegal activity of insider trading; while Congress has exempted their members from acting on the same type of information. This type of conduct has serious legal, ethical and moral considerations. This paper will address the definition of insider trading. The legal, ethical and moral considerations of insider trading will be outlined, through a snap shot of the legal precedence recently in the press involving congressional behavior. It will further look at cases that have made headlines in past years, to show the distinction of what can happen to the general public who participate in insider trading. During a recent article by Parloff (2011), he stated, “The problem arises with respect to market-moving information a congressman learns in the course of doing his legislative work.” This comment is at the heart of the issue involving insider trading and Congress. The people elect members to Congress to act in their best interest. When the people of society feel members of Congress have violated that trust under legal, ethical, or moral wrongdoing, the members of society make decisions based upon those standards set by Congress. Thus members of society participate in insider trading knowing it is legally wrong. Insider Trading Insider trading can be a severe crime...
Words: 3327 - Pages: 14
...States of America is one of the few western countries which has no clear definitions for “insider”, “insider information”, and “insider trading” in its law system. Therefore, people are sending to prisons for a crime that has not defined yet. It is part of a due process that people have notice of what they are doing is wrong. Martha Stewart was sent to prison, because she sold her ImClone shares as a result of receiving tip from her broker on December 27, 2001. Bacanovic, Stewart’s broker, had routine access to the material, non-public information inside of ImClone which made him an insider. The argument here is whether Martha Stewart is an insider or not? Is receiving a tip makes her an insider? The same way, Sam Waksal, the CEO of ImClone, tipped his family members, an investment advisor, and a physician to sell their shares. However, none of the tippees was convicted with the insider trading crime, except for Martha Stewart. Martha Stewart was not holding any position in ImClone, nor had any routine access to the ImClone’s material, non-public information. Thus, how can she be possibly considered as an insider? It is very brutal to be convicted of a crime which has not been clearly defined in the law system, yet. The criticism here was that Martha Stewart was being used as a scapegoat, a victim. She could easily serve as an example of a high visibility celebrity who committed the insider trading crime. Also, it could be a credit for the United States Justice System in which...
Words: 612 - Pages: 3
...I started my professional career at one of the “big four” accounting firms working within the audit department. As it is customary, audits are performed within a ‘Chinese wall’ environment and auditors are bound by law not to disclose any information to third parties nor to other colleagues within the firm. Reason being, auditors have unrestricted access to sensitive financial information that can be used to front run markets. One particular late Friday night, a couple of us were sitting at a bar close to the client’s Head Office and after a couple of drinks, Donald, a colleague and good old friend of mine working on the same audit asked me point blank whether I would entertain making use of the privileged information we held and buy shares before the company released its results, which were due in less than 3 weeks. The company had done remarkably well that year and we knew that such results would have had a significant impact on the share price. I was shocked at this jaw dropping indecent proposal. I assumed that it was the beer talking and not him. On the way home, I could not help thinking about the money I could make on the back of this information. I must admit, that throughout the audit, this idea had already loosely crossed my mind, but at no point I took it seriously and never thought of actually taking action on my privileged position. Besides the moral aspects of the situation, I also knew the legal repercussions including the withdrawal of my professional...
Words: 895 - Pages: 4
...the SEC accuse Mark Cuban of traditional illegal insider trading, considering he was the largest, individual shareholder of Mamma.com? Even though the information about PIPEs was material inside information, Mark Cuban was not accused as traditional insider information. To qualify as traditional insider trading, there must involve true insiders buying or selling the company’s stock based on material inside information. We need to decide whether Mark Cuban is an insider or not. After buying 600,000 shares of Mamma.com, Mark Cuban became the largest individual shareholder but he actually just held 6.3% of the company. As stated in the securities exchange act of 1934, an insider means officers, directors, and large stockholders of Section 12 corporations (those owning 10% of the class of equity securities.) In this case, Mark Cuban’s share was not exceed 10%; therefore, he was not an insider. Therefore, he was not accused of traditional insider trading. 2. Why didn’t the SEC accuse Mark Cuban of tipper-tippee, illegal insider trading, since he sold his stock based on what Guy Faure told him on the phone on June 28th, 2004? If the CEO had “tipped” Cuban, with awareness he would sell his stock, both Cuban and the CEO would have engaged in tipper-tippee insider trading, provided the CEO received a personal benefit from “tipping” Cuban. If the CEO knowingly gave Cuban material, nonpublic information and arranged so he could trade on it, it would not be difficult for a court to infer...
Words: 1115 - Pages: 5
...the integrity of the securities markets.1 The government also created the Securities and Exchange Commission (SEC) to protect the financial markets by enforcing the Securities Exchange Act.2 One of the most important issues covered by the Securities Exchange Act concerns illegal insider trading in which individuals sell or purchase investments based on privileged inside information. Illegal insider trading activities significantly harm the integrity and stability of the securities markets. Thus, it is critical for people to understand and adhere to the requirements set forth by the Securities Exchange Act to prevent illegal insider trading, and it is equally important for those individuals who break the law and engage in these prohibited activities to be prosecuted and punished accordingly. There are two forms of insider trading, one that is considered legal and the other that is clearly illegal. The legal form of insider trading involves corporate officers and directors who buy and sell stock within their own companies on the basis on publically available information. So, once the company releases confidential information to the public, then the insiders are allowed to legally make their trades based on that...
Words: 3700 - Pages: 15
