Law Cases Of Insider Trading In Multinational Corporations Finance Essay - Free Essay Example

Insider trading is buying or selling corporate stock by a corporate officer or other insider on the basis of information that has not been made public and is supposed to remain confidential Who are insider traders? Corporate officers, directors, and employees who traded the corporations securities after learning of significant, confidential corporate developments. Friends, business associates, family members, and other types of such officers, directors, and employees, who traded the securities after receiving such information. Why forbid insider trading? The prevention of insider trading is widely treated as an important function of securities regulation. In order to make sense of insider trading, we must have basic understanding of markets, prices and role of markets in the economy. Insider trading appears unfair, especially to speculators outside a company who face difficult competition in the form of insider trading. Who is Insider is defined under the SEBI Prohibition of Insider Trading regulation (SEC 2 (e)) Insider is the person who is connected with the company, who could have the unpublished price sensitive information or receive the information from somebody in the company. Who can be a connected person? For the purpose this definition, words connected person shall any person who is a connected person six months prior to an act of insider trading It could be director of the company ,or is deemed to be a director of the by virtue of sub-clause(10) of section 307 of the companies act 1956 He /She could be officer or professional of the company or holding a business relationship with the company. Any person having UPPI from the any subsidiary or group company is also stated to be the connected person. Connected person can also be from intermediaries like stock exchange, Merchant Bank, Transfer agent, debenture trustee, Bankers relatives of promoter or of BOD. What is price sensitive information? The Price sensitive information is defined in Regulation 2(h) (a) of the prohibition of Insider Trading. It means any information which relates directly or indirectly with the company which if published is likely to materially affect the prices of the securities of the company. The information which is deemed to be price sensitive is like- Periodical financial results Intended declaration of the dividends(both Interim Final) Issue of securities or buy -back of securities Any major expansion plans or execution of new projects. Amalgamation mergers or takeovers. Any significant changes in policies, plans or operations of the company. CASE 1: INFOSYS Background of the Case Infosys is an information technology Services Company headquartered inÂÂ  Bangalore, India. Infosys is one of the largest IT companies in India with 122,468 employees (including subsidiaries) as of 2010.ÂÂ  It has offices in 33 countries and development centers in India, China, Australia, UK and Canada. This case is regarding a technical violation of Companys insider trading rules by its CEO Kris Gopalakrishnan and an independent director Jeffrey Lehman and the Company imposing a fine on both of them. Course of Action Below listed are some of the extracts from the Infosys Code of Conduct against violation of Insider Trading Rules: In the normal course of business- officers, directors, employees, agents and consultants of the company may come into possession of significant sensitive information. This information is the property of the Company- you have been entrusted with it. You may not tip from it by buying or selling securities yourself. Further you are not to tip others to enable them to profit or from them to profit on your behalf. Insider traders must disgorge any profits made and are often subjected to an injunction against future violations. If there is a change in the shareholding pattern of an employee, he/she has to notify this change to the company within one business day. Finally, insider traders may be subjected to civil liability in private lawsuits. Mr. Gopalakrishnan had actually inherited 12800 equity shares of Infosys from his mother on December 24, 2007. But he inadvertently failed to notify the company about this inheritance of shares within one business day after the change in his shareholding. This, according to the company, constituted a violation of its insider trading rules. On the other hand, Mr. Lehman was found guilty for failure to correctly follow the procedure on sale of shares. Case Status ÂÂ  Infosys audit committee believed that Mr. Gopalakrishnan had no intention of contravening the rules and imposed the penalty of Rs 5 lakh and directed him to donate the amount to a charitable organization of his choice. Mr. Gopalakrishnan has made the donation. Mr. Lehman was also imposed a penalty of $2,000 and that amount, too, has been given to charity. The case is finally closed. References https://articles.economictimes.indiatimes.com/ https://www.infosys.com/investors/corporate-governance/Documents/CodeofConduct.pdf CASE 2: WOCKHARDT CASE Background of the Case Wockhardt is a global, pharmaceutical and biotechnology company. Wockhardt has a growing presence in worlds leading markets like Europe and the United States. It has been a significant player in global biopharmaceuticals market. The case is regarding the former CFO of Workhardt, Mr. Rajiv Gandhi, who had been alleged to have traded in the companys shares on the basis of some insider information which was till then unpublished. It was supposedly reported that he along with his wife and his sister together traded in the companys shares on some insider information. Its the first in Indian corporate history that a company CFO has been charged and indicted of insider trading. Course of Action Rajiv Gandhi (appellant 1) is a Wockhardt Board Member as well as CFO of the company. He is primarily responsible for making financial reports like (balance sheets) for the company. He is a Wockhardt employee since 10 years. As per the SEBI regulations, every company is supposed to prepare its unaudited financial results on a quarterly basis and update it within one month from the end of the quarter to the respective stock exchanges. On 21st January, 1999, at 5 p.m. a meeting of the board of directors of the company was held to consider the quarterly financial results for the quarter ending 31st December, 1998. The financial results were announced on 22nd January, 1999 pre-trading and along with it an interim dividend @ 35% was declared. Wockhardts financial results actually showed a negative performance of the company for the December quarter. This information was somehow leaked and known by Gandhis wife Sandhya (appellant 2) and his sister Amishi (appellant 3). Sandhya and Amishi Gandhi traded on the companys shares multiple times during the entire year on the basis of some or the other Company information which they used to receive via Rajiv Gandhi. Below is the transaction history of Sandhya and Amishi Gandhi. 21/01/1999: Company board meeting was to be held at 5pm; they both together sold 2100 shares of Wockhardt at 2:37 pm and 2:42 pm. 22/01/1999: Company declares financial results and interim dividend pre-trading. Amishi and Sandhya Gandhi sold 1500 shares of Wockhardt at 9:59 am and 10:04 am. 21/04/1999: Amishi Gandhi sold another 2300 shares of Wockhardt at 10:16 am. 22/04/1999: Announcement of Companys financial results as well as a decision of demerger of the business was going to take place at 11:30 am. Amishi Gandhi sold another 1200 shares of the Company at 11:33 am. 23/04/1999: Due to demerger news, the share prices had fallen. Amishi again purchased the companys shares at an average rate at 10:08 am. The above transa ctions clearly proved that the appellants used to trade in the Companys shares as and when they used to get some or the other financial or non-financial information of the Company. As they used to get this information of the company from an insider (Rajiv Gandhi) and they used to trade on that information, they were alleged to be guilty of Insider trading. Case Status SEB I imposed a monetary penalty of Rs. 5 lakh under Section 15T of the Securities and Exchange Board of India Act, 1992 on Gandhi and then case was closed. References www.bloomberg.com www.sebi.gov.in https://economictimes.indiatimes.com/ www.indiakanoon.org CASE 3 :ORACLE CASE Background of the Case This case is all about Christopher M. Balkenhol, the trader misused confidential information gleaned from spouse, who was lead executive assistant to Oracles CEO and Co-presidents.SEC Charges Former Oracle Vice President with Illegal Insider Trading in Stocks of Oracle Acquisition Targets. This case adds to a growing list of recent enforcement actions against corporate employees and securities industry professionals for trading on information about upcoming corporate transactions that they knew to be confidential. Course of Action Christopher Balkenhol, 40, of San Mateo California, learned about secret merger negotiations from his wife, who worked at Oracle as the lead executive assistant to Oracles CEO and two co-Presidents. Balkenhol used information from his wife to buy shares of two companies Retek and Siebel Systems before Oracle made public its plans to buy those companies. Series of insider trading by Balkenhol Relating to Retek- Balkenhol first engaged in insider trading around March of 2005, when he began buying shares of Retek, eventually purchasing $85,000 worth of the Minneapolis-based software firms shares, according to the SEC. The first purchases came just a day after Oracle executives first discussed making an offer for Retek. A week later, Oracle went public with a tender offer for Retek that caused that firms shares to surge. Balkenhol sold the shares on the jump, making an estimated $15,000 in alleged unlawful profits. Relating to Siebel Systems:- The same pattern emerged around Siebel Systems, the commission alleged, with Balkenhol buying more than $270,000 worth of Siebels stock starting just days after Oracles co presidents to whom his wife was also an assistant held a secret meeting with Siebels CEO to discuss a merger. Balkenhol made three more Siebel purchases over the next three months, each one coming shortly after the two companies held additional private talks. He ended up with some 50,000 shares of Siebel, worth around $450,000, stock that he unloaded shortly after Oracle announced on Sept. 12, 2005, that it would buy Siebel for around $5.8 billion. Balkenhol allegedly learned about the planned acquisitions from his wife, who had access to the schedules of Oracles three top executives and was aware of significant merger-related meetings. The Commission does not allege that Balkenhols wife knew about Balkenhols illicit trades. Rather, the complaint alleges that Balkenhol breached a duty not to misuse confidences gleaned from his wife for his own gain. Without admitting or denying the Commissions allegations, Balkenhol agreed to settle the action against him, paying a total of approximately $198,000-including a penalty of nearly $100,000. The total of approximately $198,000 Balkenhol agreed to pay in settlement of the Commissions action includes $97,282 in disgorgement, $4,115 in prejudgment interest and a $97,282 civil penalty. Balkenhol has also agreed to a permanent injunction from further violations of Sections 10(b) and 14(e) of the Securities and Exchange Act of 1934, and Rules 10b-5 and 14e-3 there under. Case Status Case is settled by Balkenhol by paying $198,000 due to insider trading done by him for the violations of Sections 10(b) and 14(e) of the Securities and Exchange Act of 1934, and Rules 10b-5 and 14e-3. References www.bloomberg.com https://economictimes.indiatimes.com/ CASE 4 : RAKESH AGARWAL V/S SEBI Background of the case This case highlights principle of violation of acting on material non-public information which comes under regulations 3 and 4 of the SEBI (Prohibition of insider trading). In this case, Rakesh Agarwal, being insider of organization, is responsible to not act on material non-public information so as to protect the interest of the investors. Course of Action Rakesh Agarwal, the Appelant was the managing director of ABS industries Ltd. (ABS), a company incorporated under the companies act, 1956. ABS was subsequently acquired by Bayer AG (a company registered in Germany).He was involved in negotiations with Bayer A.G (a company registered in Germany), regarding their intentions to takeover ABS. Therefore, he had access to this unpublished price sensitive information. Bayer acquired controlling stake in ABS Industries Ltd by acquiring 55,80,000 shares @ Rs.70/ per share in a preferential allotment made by ABS Industries Ltd. and 20% shares from existing shareholders @ Rs.80/- per share in a public offer made by them It was alleged by SEBI that prior to the announcement of the acquisition, Rakesh Agarwal, through his brother in law, Mr. I.P. Kedia had purchased shares of ABS from the market and tendered the said shares in the open offer made by Bayer thereby making a substantial profit. By dealing in the shares of ABS through his brother-in-law while the information regarding the acquisition of 51% stake by Bayer was not public, the appellant had acted in violation of Regulation 3 and 4 of the Insider Trading Regulations. Rakesh Agarwal contended that he did this in the interests of the company. He desperately wanted this deal to click and pursuant to Bayers condition to acquire at least 51% shares of ABS, he tried his best at his personal level to supply them with the requisite number of shares, thus, resulting in him asking his brother-in-law to buy the aforesaid shares and later sell them to Bayer. Accusations by SEBI The SEBI directed Rakesh Agarwal to deposit Rs. 34,00,000 with Investor Education Protection Funds of Stock Exchange, Mumbai and NSE (in equal proportion i.e. Rs. 17,00,000 in each exchange) to compensate any investor which may make any claim aggrieved with the sale of shares of ABS industries to SHRI I.P.Kedia during the period 9-9-1996 to 1-10-1996 subsequently. along with a direction to (i) initiate prosecution under section 24 of the SEBI Act and (ii) adjudication proceedings under section 15I read with section 15 G of the SEBI Act against the Appellant. Appeal by SAT The Honble Securities Appellate Tribunal vide its order dated 3.11.2003 has allowed the captioned appeal finding that the appellant was not guilty of Insider Trading. However, the tribunal held that since Rakesh Agrawal acted in the interest of the company he cannot be considered to have violated the Insider Trading Regulations. The tribunal also held that although Rakesh Agrawal had made profit out of the transactions but it was only incidental to the cause of the interest of the company. However in appeal to SAT, SEBI later contested the SAT order in SC. Case Status The case was settled through consent order under section 24 of the SEBI Act with Agrawal paying a monetary penalty.

Be Courageous and Strong in the Faith - Free Essay Example

Intro and Quote: Many individuals moved to the New World with the incentive of religious freedom. Over the years, regardless of the denomination, religious tolerance has been a fairly well-fulfilled objective. Most people in the American colonies could practice the religion they wanted to pursue. Toleration even extended to those who were enslaved. Slaves brought non-Christian beliefs with them and those beliefs were generally tolerated by the colonists. Despite this limited freedom, large numbers of slaves chose to convert from African beliefs to western beliefs. Their conversion was not immediate and it was not advertised; the process was slow and somewhat quiet. As a result, there is little conversation today about the conversion of slaves to Christianity, the purposes of the conversion, and their impact on the nation are a quiet thread in the fabric of our countrys complex history. The Apostle Pauls letter to to the people of Corinth includes one of his most resilient messages. It was written to followers at a new church who faced many conflicts as they tried to survive in a new, spiritual world. Followers in Corinth were, in some notable ways, similar to those who were living in the American colonies. They faced physical threats from outsiders, dissention and in-fighting internally, and a sense of loneliness. They wanted something better, they wanted a land of promise, but the path was not as easy as they had hoped. Similarly, slaves in the colonies also faced physical threats, a fractured environment, and a sense of loneliness. Paul wrote his words of encouragement to deliver spiritual resilience and motivation. His letter to the Corinthians delivers instructions, much like the military leader to scared and unsettled troops, to stay strong and hold the lines. Each section of the quote above gives a specific, heartening instruction. Be on Your Guard. Paul asked these early Christians to stay alert and watch their surroundings carefully. A possibility of division within the church could arise. Threats and sin often arise from within an environment rather than outside of it, so cautiousness must be taken. Stand Firm in the Faith. Paul encouraged followers to stay firm in their beliefs. Spiritual faith is not easy; it is beset by challenges, doubts, and misgivings. He advised the Corinthians that Christianity requires a commitment to certain beliefs and an unbending trust in God. Paul made it clear that faith is firmly held, it is not simply observed on a part-time basis. Be Courageous. Paul understood the frailty of men and women; he knew they would have doubts. He knew they would face obstacles and he knew that they would have to sacrifice in order to commit to the Lord. Paul knew the young Christians had no physical weapons to battle doubt, obstacles, and sacrifices, but he knew they had a great spiritual tool: courage. He knew true courage was everlasting and that it could not be conquered. Finally, Paul wanted the followers to, Be Strong. Strength allowed the Corinthians to believe and to trust. It allowed them to maintain their determination and faith. It allowed them to see in spiritual darkness, to love in times of anger, and to believe in times of doubt. Strength allowed them to defeat weakness. Strength allowed even the weakest to maintain determination. These were assets that would aid the Corinthians; they were also assets that could aid American colonists, slaves, and abolitionists as well. Paul reminded the young followers at the church in Corinth that their commitment to God and to love would not be easy, but the challenges they faced were surmountable. The Christiansboth in Corinth and the American coloniescould defeat any hardship because God, in his grace, had already given them tools to do it. Pauls message was a reminder to use the gifts God gave them. The quote reveals that with continuous faith and love, both survival and salvation can occur. It is a message that served the Corinthians well, and it is a message that offered hope for future generations. The message, like the teachings of Jesus, said that Gods love and eternal salvation are offered to anyone and everyone; in fact, God even gives followers the tools he or she can use to survive and flourish. Pauls message is one of promised hope, but not everyone accepted it. Some in the American colonies embraced it with enthusiasm and vigor, while others twisted its meaning and converted the words for their own selfish reasons. The two spiritual approaches towards Pauls message are highlighted when examining the institution of slavery in America.