Finance Master's Thesis Insider Trading After the Market Abuse Directive
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Msc Business Economics: Finance Master’s Thesis Insider trading after the Market Abuse Directive: Room for Improvement? Supervisor: Candidate: Patrick Tuijp Giovanna Petti 10825320 July 7, 2015 i Statement of originality This document is written by Student Giovanna Petti who declares to take full responsibility for the contents of this document. I declare that the text and the work presented in this document is original and that no sources other than those mentioned in the text and its references have been used in creating it. The Faculty of Economics and Business is responsible solely for the supervision of completion of the work, not for the contents. ii Insider Trading after the Market Abuse Directive: Room for Improvement? Giovanna Petti July 2015 Abstract The scope of this research is investigating the impact of the Market Abuse Directive (MAD I) and Market Abuse Regulation (MAD II) - both implemented on the EU territory by the European Commission respectively in April 2003 and June 2014 - on a measure for market abuse, or more precisely, insider dealing, in the period 2001-2015. Previous literature suggested a positive (decreasing) effect of the Market Abuse Directive onto the insider trading volume, and pointed to a difference in results according to cross-country variation: the variation stands in the different implementation date of the Directive per country, made possible by the nature of the regulation. Together with the cross-country variation, a cross- industry variation is also examined by this research. Results of this analysis suggest that the MAD I significantly increases the amount of insider trading in most of the model specifications. However, there is no significant cross-country, or cross-industry, variation in the MAD I impact on the market. On the other hand, the MAD II is suggested to (non-significantly) increase the insider dealing volume, and does so in all the specifications proposed. This could be due to the fact that the introduction of the MAD II is still too recent to be properly assessed. In either case, the above findings call for further research, to be performed on a longer period after the introduction of the Regulation. Volume of abnormal returns is also examined across time, and it sustains the findings above. Keywords: Insider trading; Market Abuse Directive; MAD; Market Abuse Regulation; MAR; MAD I; MAD II; market manipulation; event study; Europe. iii Acknowledgments I would like to thank everyone who accompanied me along the way of this project, and supported me throughout it all: my supervisor, for guiding me through the fog of my ideas towards concrete goals; fellow students and friends, for listening to my thoughts and sharing their own; and my family and loved ones, for bearing through my rantings about financial matters at unusual times during the day, and reminding me of my enthusiasm and passion for this discipline every time I lost sight of it. Giovanna Petti iv Abbreviations ARs: Abnormal Returns CARs: Cumulative Abnormal Returns CAARs: Cumulative Average Abnormal Returns CSMAD: Criminal Sanction for Market Abuse Directive EU: European Union HFT: High Frequency Trading MAD (I & II): Market Abuse Directive MAR: Market Abuse Regulation M&A: Merger & Acquisition SEC: Security and Exchange Commission TDP: Transparency Directive v vi Table of Contents STATEMENT OF ORIGINALITY II ABSTRACT III ACKNOWLEDGMENTS IV ABBREVIATIONS V Section 1 Introduction 1 Section 2 Literature Review 5 2.1. Insider trading on the economy 5 2.2. Measures of insider trading 8 2.3. On the Market Abuse Directive (MAD) and the Market Abuse Regulation (MAR) 9 Section 3 Data And Descriptive Statistics 14 3.1 On data and sources 14 3.2 Statistics on corporate announcements 16 Section 4 Methodology 22 4.1 Research objectives 22 4.2 Event study approach 22 4.3 Incremental regression approach 24 vii Section 5 Results 28 5.1. Cumulative Abnormal Returns per period 28 5.2. Incremental regression output 30 Section 6 Robustness Checks 36 6.1 Clustered and Newey West Standard Errors 36 Section 7 Conclusion 40 7.1. Discussion 40 7.2. Suggestions for further research 42 REFERENCES 45 APPENDIX A: Other Results 49 APPENDIX B: Additional Lists Of Variables And Sources 56 viii Section 1 Introduction The Market Abuse Directive (MAD), implemented in 2003, was a measure taken by the European Parliament and the Council to establish sanctions for matters like insider trading, unlawful disclosure of information, and market manipulation in all the territories of the European Union. In fact, insider trading in Europe was an issue addressed much later than in the United States: the MAD is the first EU directive focusing on the issue, while the SEC’s rule 10b-5 from the Exchange Act dates back to 1934 (Ventoruzzo, 2014). The Market Abuse Directive condemns almost all forms of insider dealings (Report on the Proposal for a Directive of the European Parliament and of the Council on criminal sanctions for insider dealing and market manipulation), unlawful disclosure of insider information, and market manipulation (meaning transactions giving false or artificial signals to the market). After the recent LIBOR scandal in 2012, the Commission proposed more stringent measures to fight off market abuse forms: amendments of the directive include focus on the manipulation of benchmarks, such as LIBOR and EURIBOR. Even more recent debates on the topic involve the need for a Market Abuse Regulation (MAR), rather than a Directive. The recent financial crisis and scandals (e.g. the previously mentioned LIBOR scandal) triggered an impact assessment of the Directive by a Steering Group of the 1 European Commission: in the text of the impact assessment (European Commission, 2011), the committee concluded that the MAD lacked some application features, such as lack of clarity in defining the target of the sanctions, and not enough powers given to regulators; hence it was not often put in practice by those. In fact, the increase in trading volume of market commodities and other financial instruments made it difficult for regulators to identify the violations of the directives (European Commission, 2011). Thus, the proposal to create a Market Abuse Regulation was born to make up for the lacks of the MAD. In particular, the MAR would act against trading strategies which involve algorithms and automated HFT (Proposal for a Regulation of the European Parliament and of the Council on insider dealing and market manipulation (market abuse)). Christensen et al. (2010) study the effects of the MAD and the Transparency Directive (TPD) on EU markets' cost of capital and liquidity; they make use of the cross-sectionality of their sample to understand if implementing the regulation later in time, or in a more strictly regulated country, has any effects whatsoever on the market's characteristics. They find that there are indeed some differences, across time and across entity: there is a decrease in cost of capital and liquidity after the entry into force of the two directives; in particular, liquidity decreases more in countries which had stronger prior regulations and regulators quality. My research also makes use of the MAD, as it is conceived as a study on the impact of the Directive: its implementation gives me the opportunity to study the abnormal returns due to insider dealing in EU markets, before and after the enactment of the directive (April, 2003). Hence, my aim is to study the before and after effect of the Market Abuse Directive on measures of insider dealing for countries belonging to the EU: the cross-sectionality of 2 the analysis would allow for an interesting study on the effect of a diversified implementation of the law, across countries and across industry sectors. The hereby proposed hypothesis is that the MAD does indeed reduce insider dealing across countries; however such change in insider trading is not homogeneous, but rather, expected to be different across EU countries and sectors: countries in which the regulation was implemented earlier are expected to be impacted more by the regulation, i.e. insider trading in these countries decreases more – due to the regulation - than in other ones. Results are also supposed to vary across industries: in fact, insider dealing in technology firms is expected to suffer a higher decrease due to the regulation than other industry sectors. Furthermore, the research would be interesting to EU regulators: it would shed further light on the impact of the MAD, and potentially clear their views on the implementation of the MAR. On a bigger scale, exploring this topic could be informative to determine whether such legislative directions can be improved by policy makers: a possible tightening of the regulation may be considered by regulators, in the case in which the hereby examined measure of insider dealing would respond only slightly (or not at all) to the introduction of the laws. Another aspect to be examined is what could be the consequent possible effect on insider gains, and subsequently, on firm value. Insider trading has in fact, shown to decrease overall economic growth, by raising the cost of capital for issuers (Bhattacharya and Daouk, 2002). Moreover, buying a stock as an insider, and then selling it at a higher price on the basis of private information, is: a form of financial arbitrage, that can result in hindering strong-form markets’ efficiency (Dothan, 2008), as there can be no risk-less trading strategies that produce positive excess returns in a strong- 3 form efficient market; a problem of fairness in allocations of benefits across investors (Krawiec, 2001); and a criminal violation (misappropriation), as it implies a breach of confidentiality of secret information within a corporation which gives economic advantages to the person who has knowledge of it (Uniform Trade Secret Act, 1986). Hence, the research could contribute to findings on different economic and legislative levels, by addressing: from a macro-economic point of view, policy makers; and from a micro-economic one, investors and corporations.