The law and finance of corporate insider trading : theory and evidence

목차 (Table of Contents)

• CONTENTS
• PREFACE = ⅸ
• CHAPTER ONE INTRODUCTION = 1
• CHAPTER TWO MARKETS, FIRMS, AND PUBLICLY HELD CORPORATIONS = 5
• Corporate Governance = 6
• The Market for Corporate Control = 9
• Information, Asset Pricing, and the Efficient Market Hypothesis = 12
• Economic Rationality and Corporate Law = 14
• CHAPTER THREE SECURITIES REGULATIONS, MARKET EFFICIENCY, AND THE ROLE OF THE SEC = 17
• Securities Act of 1933 = 19
• Deregulation in the 1933 Act = 20
• The Securities Exchange Act of 1934 = 22
• The Establishment of the Securities and Exchange Commission = 22
• Regulation of Exchanges and Markets, and Registration of Market Participants = 23
• Regulation of Publicly Traded Corporations = 28
• Regulation of Tender Offers = 31
• Investigation, Enforcement, and Statutory Sanctions = 33
• A Critique of the SEC's Performance = 34
• What Are the Objectives of the Disclosure Requirements? = 34
• A Critique of the Current System = 36
• Information Production Through Market Sources Without Legal Intervention = 39
• CHAPTER FOUR THE LAW OF INSIDER TRADING = 43
• Insider Trading Laws = 43
• The 1934 Act: Section 16 = 43
• The 1934 Act: Section 10(b) = 45
• The Insider Trading Sanctions Act of 1984 = 49
• The Insider Trading and Securities Fraud Enforcement Act of 1988 = 50
• Theories of Insider Trading Liability and Governmental Enforcement = 51
• The Abstain or Disclose Theory Under Rule 10b-5 = 52
• The Misappropriation Theory = 53
• Rule 14e-3: Tender Offer Information = 53
• Mail and Wire Fraud = 54
• Other Laws Used in Enforcement: The Case of RICO = 54
• Summary = 56
• CHAPTER FIVE THE EMPIRICAL LITERATURE ON INSIDER TRADING: AN OVERVIEW = 59
• The Nature and Characteristics of Insider Trading = 61
• The Characteristics of Insider Transactions = 61
• Insider Trading and Firm Characteristics = 64
• Insider Trading and Informational Efficiency = 65
• Insiders and Abnormal Returns = 65
• Insider Transactions as an Investment Tool = 67
• Insider Trading and Managerial Decisions = 68
• Earnings Announcements = 69
• Takeover Bids = 70
• Accounting Changes = 72
• Dividend Initiation Announcements = 73
• Firm Dissolution - Sell-Offs, Bankruptcies, and Voluntary Liquidations = 73
• Security Issuance - IPOs and Seasoned Equity Offerings = 74
• Insider Trading and the Efficacy of Regulation = 75
• Insider Trading and Price Runups - Evidence Pro and Con = 76
• The Effectiveness of Insider Trading Regulation = 79
• Regulation and Insider Trading = 79
• An Unresolved Question: The Importance of Outside-Insiders = 82
• Summary of the Evidence and Directions for Future Research = 84
• CHAPTER SIX PRICE AND VOLUME RUNUPS PRECEDING TENDER OFFER ANNOUNCEMENTS = 87
• Experimental Design = 88
• Hypotheses = 90
• The Sample and the Data = 90
• The Measurement of Abnormal Returns and Excess Volume = 92
• Measuring the Volume of Inside-Insider Trading = 96
• Empirical Results = 97
• The Transactions of Registered Inside-Insiders = 104
• The Transactions of Outside-Insiders = 106
• Methodology = 108
• Empirical Results = 113
• Further Evidence = 114
• Summary and Conclusions = 115
• CHAPTER SEVEN PUBLIC POLICY TOWARD INSIDER TRADING: A PROPOSAL FOR DECRIMINALIZATION = 119
• The Identities of Insiders = 120
• Registered Insiders = 120
• Temporary Insiders = 121
• Tippees = 121
• Outside-Insiders: Risk Arbitragers = 122
• Investment Bankers and Attorneys Who Are Not Temporary Insiders: Institutional Investors = 125
• Property Rights in Information = 125
• Arguments Against Insider Trading: A Critique = 129
• The Property Rights Argument = 129
• The Issue of Fairness = 130
• Effects On Bid-Ask Spreads and Liquidity = 133
• Arguments in Favor of Insider Trading = 135
• Financial Market Equilibrium = 135
• Globalization of the Economy, Advancements in Technology, and Incompatibility of Insider Trading Regulations = 137
• Internally Produced Information: Property Rights, Fiduciary Duties, and Contractual Agreements in the Usage of Inside Information = 138
• Externally Produced Information: The Role of Third Tier Brokerage Houses = 139
• Policy Implications and Conclusions = 139
• REFERENCES = 143
• INDEX = 163