November 19, Dr. iur., LL.M., Attorney-at-Law
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1 M&A and Insider Trading Issues AIJA Conference Madrid November 19, 2010 Christian Leuenberger Christian Leuenberger Dr. iur., LL.M., Attorney-at-Law
2 Overview Definition Problem: Uncertainty Regarding Purpose of Insider Trading Regulation Possible Solution: Law and Economics Approach Conclusion pestalozzilaw.com 2
3 Definition of Insider Trading Broad v. Narrow Definition Broad Definition Trading in a company s securities by persons who know that company from the inside ( Insiders ) Example: CEO buys shares of his company Includes Legal insider trading Narrow Definition Trading in securities of company by insiders only if trading is based on secret, price relevant information Example: CEO buys shares of his company because he knows about a price relevant merger (to be announced) pestalozzilaw.com 3
4 Difficulties when Advising on Insider Trading Traditionally Criminal Law (Europe) Lack of Secondary Sources Uncertainty: What is the Purpose of Insider Trading Regulation? pestalozzilaw.com 4
5 Example 1: CEO buys A-Shares The announcement of our planned merger with company B will increase the price of company A shares CEO $$$!!! pestalozzilaw.com 5
6 Example 1: CEO buys A-Shares CEO: The announcement of our planned merger with B will increase the price of shares Can I do this trade? CEO Lawyer: No. You $$$ are!!! an insider! Insider trading pestalozzilaw.com 6
7 Example 2: CEO buys B-Shares The announcement of our planned merger with company B will increase the price of company B shares CEO $$$!!! pestalozzilaw.com 7
8 Example 2: CEO buys B-Shares CEO: The announcement of our planed merger with B will increase the price of B shares Can I do this trade? CEO Lawyer: Well, you don t seem to be an insider $$$!!! with respect to company B, but pestalozzilaw.com 8
9 Example 3: Cleaner buys A-Shares $$$!!! What does this memo on the CEO s desk say? Wow, we plan a merger with, the announcement of which will increase the price of shares! CEO Cleaner pestalozzilaw.com 9
10 Example 3: Cleaner buys A-Shares CEO $$$!!! Cleaner: Lawyer: Can I do this trade? Well, it depends Cleaner xcysccyc What does this Memo on the CEO s desk say? We plan a merger with int the announcement of which will increase the price of shares! pestalozzilaw.com 10
11 Example 4: Stranger buys A-Shares CEO $$$!!! What is in this memo which the guy left behind on the train? Wow, plans a merger with company B, the announcement of which will increase the price of company A shares! Stranger pestalozzilaw.com 11
12 Example 4: Stranger buys A-Shares $$$!!! What is in this this memo which the guy left behind on the train? Wow, Company A plans a merger with, the announcement of which will increase the price of shares! Stranger: Can I buy the A Shares? CEO Lawyer: Again, it depends Stranger pestalozzilaw.com 12
13 Example 5: buys B-Shares We will make a hostile tender offer to the shareholders of company B! Before that let s secretly buy as many shares as we can Board it s cheaper and in the best interest of our company! pestalozzilaw.com 13
14 Example 5: buys B-Shares Board: We will make a hostile tender offer to the shareholders of! Before let s buy in secrecy as many shares as we can Can we do this trade for our Company? Board It s cheaper and in the best interest of our company Lawyer: Youmakea profit but Noonecanbehisown insider! pestalozzilaw.com 14
15 What is the Purpose of Insider Trading Regulation? Different Conceivable Approaches Law & Economics Perspective: Overview Efficiency (i.e., allocational efficiency) Market model / individuals as profit maximizers / Pareto efficiency Perfect market as benchmark: More and less efficient markets Question: Does insider trading make capital market more or less efficient? Most frequently discussed: Insider trading s influence on stock price accuracy and stock market liquidity pestalozzilaw.com 15
16 Insider Trading & Stock Price Accuracy (I) Meaning & Significance of Stock Price Accuracy Stock price: Reflects all publicly available information Intrinsic value: Value justified by the Facts or true value The closer to the intrinsic value the stock price gets, the more accurate the stock price becomes More accurate share prices = more efficient capital market pestalozzilaw.com 16
17 Insider Trading & Stock Price Accuracy (II) Insider Trading s Influence on Stock Price Accuracy Opponents: Insider trading increases stock price accuracy o Efficient substitute for traditional disclosure Proponents: Insider trading reduces stock price accuracy o Distorts managers incentive to disclose the information o Insider trading detection would be expensive o Whatever advantage insider trading might have over traditional disclosure is small Empirical evidence suggests that proponents are right pestalozzilaw.com 17
18 Insider Trading &Stock Market Liquidity (I) Meaning & Significance of Stock Market Liquidity Slippery Concept because it has various dimensions here we focus on transaction costs The more liquid a market is, the lower are the transaction costs More liquid id = more efficient pestalozzilaw.com 18
19 Insider Trading &Stock Market Liquidity (II) Insider Trading s Influence on Stock Market Liquditiy Proponents: Insider trading reduces stock market liquidity o Insiders premiums are a Cost to other market participants o At a certain point other market participants refrain from trading altogether Opponents: Insider trading has no negative effect on liquidity o Uninformed traders do not care o Only redistribution from analysts to insiders Competition discussion Empirical evidence suggests that proponents are right pestalozzilaw.com 19
20 Conclusion Law & Economics Approach Demands that Insider Trading be Banned Because it Reduces Capital Market Efficiency In Other Words: The Purpose of Insider Trading Regulation is to Prevent e Negative e Effects on Capital Market Efficiency Examples 1 5 can be Answered Clearly (also Tipping -Question, etc.) pestalozzilaw.com 20
21 Example 1: CEO buys A-Shares The announcement of our planned merger with B will increase the price of shares CEO $$$!!! pestalozzilaw.com 21
22 Example 1: CEO buys A-Shares CEO: The announcement of our planned merger with B will increase the price of shares Can I do this trade? CEO Lawyer: No, because itwould negatively $$$ affect!!! market efficiency pestalozzilaw.com 22
23 Example 2: CEO buys B-Shares The announcement of our planned merger with B will increase the price of B shares CEO $$$!!! pestalozzilaw.com 23
24 Example 2: CEO buys B-Shares CEO: The announcement of our planed merger with B will increase the price of B shares Can I do this trade? CEO Lawyer: No, because itwould negatively $$$ affect!!! market efficiency pestalozzilaw.com 24
25 Example 3: Cleaner buys A-Shares $$$!!! What does this memo on the CEO s desk say? We plan a merger with, the announcement of which will increase the price of shares! CEO Cleaner pestalozzilaw.com 25
26 Example 3: Cleaner buys A-Shares CEO $$$!!! Cleaner: Lawyer: Cleaner Can I do this trade? What does this Memo on the CEO s desk say? We plan a merger with int the announcement of which will increase the price of shares! No, because it would xcysccyc negatively affect market efficiency pestalozzilaw.com 26
27 Example 4: Stranger buys A-Shares CEO $$$!!! What is in this memo which the guy left behind on the train? Wow, plans a merger with, the announcement of which will increase the price of shares! Stranger pestalozzilaw.com 27
28 Example 4: Stranger buys A-Shares CEO $$$!!! Stranger: Lawyer: Can I buy the A Shares? What is in this this memo which the guy left behind on the train? Wow, Company A plans a merger with, the announcement of which will increase the price of shares! No, because it would negatively affect market efficiency. i Stranger pestalozzilaw.com 28
29 Example 5: buys B-Shares We will make a hostile tender offer to the shareholders of! Before let s secretly buy as many shares as we can Board It s cheaper and in the best interest of our company pestalozzilaw.com 29
30 Example 5: buys B-Shares Board We will make a hostile tender offer to the shareholders of! Before let s buy in secrecy as many shares as we can Board: Can we do this trade for our Company? Lawyer: In principle, you could not because of its negative effect on market efficiency. However, it might be possible for the legislator to provide for an explicit exception It s cheaper and in the best for this, if the legislator believes that the interest of our company positive effect of a well functioning M&A Market (i.e., sneaking tactics) outweighs the negative effect of insider trading on the market pestalozzilaw.com 30
31 Insider Trading Regulation: Overview Different Countries and EU EU Directive on insider trading and market manipulation Efficient insider trading regulation Switzerland Art. 161 Swiss Criminal Code Currently being revised My expectation: As efficient as EU regulation USA Rule 10b-5 under SEA 1934 Fraud concept Inefficient insider trading regulation pestalozzilaw.com 31
32 Pestalozzi Attorneys-at-Law Loewenstrasse 1 CH-8001 Zurich Switzerland T: F: Christian Leuenberger T: christian.leuenberger@pestalozzilaw.com pestalozzilaw.com 32
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