What is Insider Trading

What is Insider Trading

by Tanushree Jaiswal Last Updated: Sep 07, 2023 - 05:01 pm 1.5k Views


Insider trading is a controversial practice that has long captivated investors, authorities, and the general public. This illegal activity includes purchasing or selling shares based on important secret information that gives some people a disproportionate advantage in the world of finance. These people, often known as insiders, have special access to information that could include impending corporate statements, financial outcomes, or significant events that could significantly impact the price of a company's shares.

Insider trading threatens the integrity and dependability of the financial system as a whole and undermines the principles of open and equitable markets. This article explores the complex world of insider trading, including insider trading definition, many manifestations, prominent instances, and the legal system intended to forbid and penalize such behavior. By illuminating this complicated subject, we aim to improve insider trading knowledge and its effects, ultimately promoting a more fair and equitable investing environment for all.

What is Insider Trading Meaning?

Insider trading meaning is the unlawful act of buying and selling securities, such as bonds or stocks, based on material non-public knowledge about a firm. Their position within the business involves people with access to sensitive insider information, such as managers, directors, or workers. Fairness and maintaining an even playing field for all market players are the guiding principles of insider trading rules. When non-public information is used for one's benefit, it compromises the honesty and transparency of the financial markets. 

Insider trading has the potential to manipulate stock prices, deceive investors, and undermine public trust in the system's impartiality. International regulatory organizations, including the Securities and Exchange Commission (SEC) in the United States, have established strict rules and punishments to discourage and prosecute anyone who engages in insider trading. These steps are intended to safeguard investor interests, uphold market integrity, and preserve a certain level of confidence in the financial markets.

Who is an Insider?

An insider is a person who has exclusive access to material, non-public knowledge about the company due to their job or relationship with the company. Top-level executives, directors, officials, and workers who have access to confidential data that has the potential to affect the value of the company's securities materially are often considered insiders. They are regarded as insiders because they have information that the broader public does not, which enables them to make wise financial decisions. It is significant to remember that insiders are legally obligated to operate in the company's and its shareholders' best interests and that trading based on inside information is entirely against the law.

How Does Insider Trading Work?

Insider trading often entails actions that enable those with access to confidential information to profit from it. An outline of the process of insider trading is provided below:

●    Information Acquisition: Through their positions or connections, insiders, such as corporate executives or employees, can access sensitive and essential information about a corporation. Information that could substantially impact the company's stock price includes forthcoming mergers and acquisitions, financial results, regulatory clearances, product developments, and other information.
●    Decision Making: Insiders decide whether to buy or sell securities using non-public information as a basis for their judgements. 
●    Execution of Trades: Insiders carry out their trades through brokerage accounts or other channels to profit from the expected price movement brought on by the privileged information. To hide their connection, they may purchase or sell the stocks directly or indirectly through relatives, friends, or offshore accounts.
●    Gaining Profit: When relevant information is made public and affects the stock price, insiders can either sell their holdings for a profit at a higher price or avoid losses before the stock price decreases.

Types of Insider Trading

Following are the different types of insider trading:

●    Classic Insider Trading: Buying or selling assets based on important non-public information.
●    Tipper-Tippee Trading: An insider gives others access to confidential information so they can trade using it.
●    Trading During Blackout Periods: Insider trading during times when particular people are barred from trading.
●    Front-Running: Trading on behalf of customers or the corporation ahead of significant orders.
●    Misappropriation: Trading is done using confidential information stolen or misused.

What are the Effects of Insider Trading?

The effects of insider trading are: 

●    Insiders receive an unfair edge, which causes unjust market circumstances.
●    Investor’s loss of faith in the integrity and fairness of the financial markets.
●    Stock price manipulation and potential harm to investors without access to confidential information.
●    Reducing the market's efficiency and openness.

Hypothetical Examples of Insider Trading

Insider trading hypothetical cases might assist in explaining how this illegal practice might arise and its potential effects. Here are a few hypothetical situations:

●    A publicly traded company executive learns that the upcoming earnings report will be substantially better than anticipated. The executive buys many shares before the report's release knowing that this information will probably cause the company's stock price to soar. The stock price does fly after the release of the favorable earnings report, enabling the executive to sell the shares at a sizable profit.
●    A scientist involved in a ground-breaking medicinal experiment hears that the results are overwhelmingly encouraging. The scientist covertly buys shares in the pharmaceutical business, knowing this information will cause the stock price to soar. The stock price increases when the positive trial findings are announced, allowing the scientist to sell the shares at a profit.

Real-life Examples of Insider Trading

These are real-life examples of insider trading:

1.    Martha Stewart

A prominent insider trading case included Martha Stewart, a well-known American businesswoman and television personality. ImClone Systems, a biopharmaceutical business, was the subject of private information she was given in 2001 that suggested its stock price would fall. Based on this knowledge, Stewart liquidated her ImClone shares before the bad news was made public, protecting herself from substantial losses. Investigations were conducted as a result of Stewart's suspicious trading activities. She was convicted of securities fraud, including insider trading and obstruction of justice in 2004. Stewart was imprisoned due to the case, which also served as a salient illustration of the legal repercussions and public attention associated with insider trading.

2.    Reliance Industries

Mumbai is home to the Mumbai-based multinational Reliance Industries Limited (RIL). It was started by Dhirubhai Ambani in 1960. It has since become one of India's most giant and valuable corporations. Petrochemicals, refining, oil and gas exploration, telecommunications, retail, and media are just a few industries in which RIL works. The SEBI fined RIL and banned it from the derivatives market for a year. The exchange regulator accused the company of trying to make money by evading restrictions on its legally permitted trading limits and lowering the stock's cash market price.

3.    Joseph Nacchio

Joseph Nacchio, a particular real-life insider trading case, was the former telecommunications business Qwest Communications CEO. Nacchio was found guilty of insider trading and given a prison term in 2007. The accusations arose from his selling of Qwest stock in 2001, right before the company's stock price crashed due to questionable accounting practices and decreasing financial performance. Nacchio was accused of avoiding significant losses by selling his shares based on insider knowledge of the company's financial difficulties. His conviction highlighted the repercussions and attention associated with insider trading, notably in the telecommunications sector during the dot-com bubble era.

4.    Yoshiaki Murakami 

A prominent insider trading case involving a Japanese investor and former fund manager, Yoshiaki Murakami. Murakami was accused of insider trading in the Japanese radio station Nippon Broadcasting System (NBS) stock in 2006. Through his fund, MAC Asset Management, he had amassed a sizable interest in NBS. He then sold the shares for a sizable profit just before the announcement of a tender offer. Murakami was charged with breaking insider trading rules by allegedly trading based on secret information about the tender offer. He was found guilty, sentenced to prison with a suspended sentence, and fined. 

5.    Raj Rajaratnam

American hedge fund manager Rajaratnam, born in Sri Lanka, was implicated in one of the most well-known insider trading scandals in recent memory. Rajaratnam was found guilty in 2011 of insider trading and conspiracy. He established the hedge fund company Galleon Group. Rajaratnam was convicted of getting hold of and using secret information from business insiders, including IBM, Intel, and Goldman Sachs managers. Over several years, he engaged in criminal activity that brought him and his hedge fund enormous profits. Rajaratnam received one of the harshest insider trading convictions ever, an 11-year prison term. 

6.    Amazon

Brett Kennedy, a former financial analyst for Amazon.com Inc. (AMZN), was accused of insider trading in September 2017. Authorities assert that Kennedy provided fellow University of Washington alumnus Maziar Rezakhani with information on Amazon's first-quarter 2015 financial results before the announcement. Rezakhani paid Kennedy $10,000 in exchange for the data. According to the SEC, Rezakhani profited $115,997 trading Amazon shares after receiving a tip from Kennedy in a related case.

Who Regulates Insider Trading in India?

SEBI (Securities and Exchange Board of India) oversees insider trading regulation in India. SEBI is the regulatory authority in charge of monitoring and upholding the nation's securities regulations. It is empowered to look into, identify, and prosecute those who engage in insider trading to preserve market integrity and safeguard investor interests.

SEBI Regulations Against Insider Trading

To counter unfair practices, SEBI created laws in India prohibiting insider trading. The Prohibition of Insider Trading (PIT) Regulations, which outline banned actions, disclosure requirements, and sanctions for infractions, are essential. SEBI conducts monitoring and investigations to maintain market integrity and protect investors and levies fines or prison sentences on anyone found guilty of insider trading.

The Restrictions/Prohibitions Imposed by SEBI in Insider Trading

SEBI has enacted several limitations and bans to fight insider trading in India. These consist of the following:

●    Trading Restriction: During certain "Trading Window Closure" times, insider trading in securities is restricted.
●    Requirements for Disclosure: Insiders must quickly notify the corporation of their trading actions.
●    Code of Behavior: Businesses must create a code of conduct.
●    Insider Trading Policy: Businesses must establish and enforce an insider trading policy.
●    Investigation and Surveillance: SEBI investigates for possible signs of insider trading.
●    Penalties and Enforcement: If someone is found guilty, SEBI can punish them with fines, jail time, or both.

Legal Instances of Insider Trading

Legal instances of insider trading are when people or organizations engage in trading activities based on crucial non-public information without breaking any insider trading rules or laws. Corporate insiders, like executives or workers, may, for instance, carry out pre-planned trades through prearranged programmes, known as Rule 10b5-1 plans, that specify the specifics and timing of their careers in advance. These transactions are carried out following legal regulations and are openly stated. Additionally, someone can possess insider information while abstaining from trade to uphold their moral and legal obligations. 

When is Insider Trading Illegal?

When people trade securities based on crucial non-public information, they are often considered to be engaging in insider trading, which is against their fiduciary and trust obligations. It turns into a crime when:

●    Material Non-public Information: Trading is conducted based on information that is not generally known, which could significantly impact the stock price.
●    Fiduciary Duty Breach: Insiders, including company executives or workers, violate their obligation to behave in the best interests of shareholders by misusing or disclosing secret information for their benefit.
●    Misappropriation: Trading is based on confidential information that has been improperly obtained from others or stolen.

When is Insider Trading Legal?

Insider trading is typically acceptable if it adheres to all applicable rules and laws. Examples of insider trading that is permitted include:

●    Pre-planned Transactions: Insiders, such as executives or workers, can carry out transactions following rules known as Rule 10b5-1 projects.
●    Information that has been appropriately released to the public, such as through regulatory filings or official statements, is publicly disclosed.
●    Non-material Information: Trading on data that does not meet the criteria for material information, i.e., information that would not significantly impact the stock price or investor choices.

Penalties for Insider Trading

Depending on the jurisdiction and seriousness of the offence, insider trading penalties can change. However, joint sanctions could be:

●    Financial Penalties: People found guilty of insider trading may be subject to heavy fines, frequently determined by the illegal gains from illicit trades.
●    Prison: Serious insider trading offences may result in prison time, the length of which will depend on the gravity of the crime.
●    Restitution: Through disgorgement orders, offenders may be ordered to pay back any earnings obtained unfairly due to their insider trading activity.
●    Regulatory organizations may apply civil penalties, such as prohibiting people from trading securities, cancelling licences, or placing other limitations.

What Measures Should Be Taken to Prevent Insider Trading?

Implementing vital compliance programmes, educating staff about legal obligations and repercussions, establishing specific policies and guidelines, keeping an eye on trading activity, enforcing stringent information barriers, carrying out routine audits, and fostering an ethical and honest culture within the company are all ways to prevent insider trading.


In a nutshell, insider trading is a severe crime that jeopardizes investor confidence and market integrity. A mix of governmental actions, corporate policy, outreach, and enforcement is needed to prevent insider trading. We may work towards fair and open financial markets that safeguard the interests of all players by encouraging openness, moral conduct, and robust compliance programmes.



What is a trading plan?

A trading strategy is a predefined approach that specifies particular guidelines and standards for purchasing and selling stocks. It contains specifications like access and exit locations, risk management policies, and target goals. Trading strategies aid traders in upholding 
consistency and discipline in their investment choices.

What is UPSI?

Unpublished Price Sensitive Information is known as UPSI. It refers to any personal knowledge that would affect a security's price if made public. Financial performance, mergers and acquisitions, regulatory clearances, and any other significant development that has yet to be made public are all covered by UPSI.

Who can change the Code of Insider Trading for a company?

The board of directors can alter a company's code of conduct regarding insider trading. They can examine, modify, and update the code to ensure it meets legal requirements and industry standards for preventing insider trading.

What exactly is a "trading window"? When does the trading window close? 

A "trading window" is a predetermined time frame in which insiders of a firm are permitted to trade in its securities. When there isn't any unreleased price-sensitive information, the trading window is usually open. It closes when such insider information is released or during certain preset times, like earnings announcements or company events.

Is there any limitation or restriction on authorized persons investing in company securities?

Authorized persons are subject to constraints and restrictions when investing in business securities. They are subject to insider trading regulations to ensure transparency and prevent the exploitation of insider knowledge. They may face restrictions on trading during specific times, disclosure requirements, and duties to report their trades to regulatory agencies and the firm.

Are there any prohibitions/restrictions on designated persons regarding 
trading in company securities? 

Yes, there are limitations and prohibitions placed on dealing in company securities by specified persons. When they have access to unreleased price-sensitive information or at specific "Trading Window Closure" times, they are often forbidden from trading. They must abide by the disclosure requirements, corporate policies, and legal requirements to avoid insider trading.

What is meant by "trading window"? What is the close of the trading window?

A "trading window" is a predetermined time frame in which insiders of a firm are permitted to trade in its securities. When unpublished, price-sensitive information is about to be exposed or during certain planned times, such as those surrounding earnings announcements or company events, the trading window closes.

What is "initial disclosure"? When should it be given?

"Initial disclosure" refers to the need for people or organizations to inform the regulatory authority of their shareholdings or changes to their shareholdings in a firm. The regulatory requirements usually specify when the first disclosure should be made, frequently after acquiring a particular number of shares.

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About the Author

Tanushree is a seasoned professional with 6 years of experience in the Fintech and Edtech industry.


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