The Effect of Illegal Insider Trading on Takeover Premia

This paper empirically investigates whether illegal insidertrading increases the premium a bidder pays for a target. Illegalinsider trading is trading by traditional corporate insiders,as well as others in a position of trust and confidence (e.g.investment bankers, lawyers), based on material, non-publicinformation (‘inside information’). The paper examinesthe premia of takeovers with known illegal insider trading andcompares them to a control sample of takeovers matched by industry,time period, and size that do not have detected illegal insidertrading. After controlling for differences in merger characteristics,such as number of bidders, type of offer, form of payment, etc.,we find that takeovers with detected illegal insider tradinghave takeover premia which are approximately 10 percentage points,or almost one-third, higher than the control sample. We conductadditional tests in an attempt to determine the direction ofcausality between illegal insider trading and takeover premiasize and explore the effect of potential detection bias. Theresults suggest both that illegal inside traders base theirtrades on factors other than premia size, and that illegal insidertrading in takeovers with large premia is not necessarily morelikely to be detected. Our findings are consistent with thehypothesis that the illegal insider trading itself tends tocreate larger takeover premia.     

The Effect of Illegal Insider Trading on Takeover Premia

This paper empirically investigates whether illegal insider trading increases the premium a bidder pays for a target. Illegal insider trading is trading by traditional corporate insiders, as well as others in a position of trust and confidence (e.g. investment bankers, lawyers), based on material, non-public information (inside information). The paper examines the premia of takeovers with known illegal insider trading and compares them to a control sample of takeovers matched by industry, time period, and size that do not have detected illegal insider trading. After controlling for differences in merger characteristics, such as number of bidders, type of offer, form of payment, etc., we find that takeovers with detected illegal insider trading have takeover premia which are approximately 10 percentage points, or almost one-third, higher than the control sample. We conduct additional tests in an attempt to determine the direction of causality between illegal insider trading and takeover premia size and explore the effect of potential detection bias. The results suggest both that illegal inside traders base their trades on factors other than premia size, and that illegal insider trading in takeovers with large premia is not necessarily more likely to be detected. Our findings are consistent with the hypothesis that the illegal insider trading itself tends to create larger takeover premia.     

A SENIOR MANAGER'S GUIDE TO INTEGRATED RISK MANAGEMENT

This paper provides an overview of corporate risk management for senior managers. The author discusses the integrated risk management framework, emphasizing that a company can implement its risk management objectives in three fundamental ways: modifying its operations, using targeted financial instruments, or adjusting its capital structure. "Integration" refers both to the aggregation of all risks faced by the firm into a net exposure and to the coordinated use of these three risk management techniques. The author provides a functional analysis of integrated risk management using a wide-ranging set of case illustrations to show how the risk management process influences, and is influenced by, a company's overall strategy and business activities. Based on such analysis, the article concludes by sketching a framework intended to help managers design a value-maximizing, enterprise-wide corporate risk management system.     

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