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Not entirely clear what the evidence suggests regarding insiders' Rule 10b5-1 use

October 2, 2007

Next SEC target: Exec stock sales | www.financialweek.com

Article suggests that SEC is looking into insiders' trade activity within Rule 10b5-1.  Article hints that this could be the next "option backdating" type scandal. It is not clear to what degree evidence is indicative of illegal trade within the Rule.

Leading indicator for more fair value on the balance sheet?

May 29, 2007

Hedge Accounting: A Matchless Future? | www.cfo.com

Hedge accounting could be much less cumbersome for firms if FASB goes forward with proposed changes.  Proposed changes in hedge accounting standards could indicate that more items on the balance sheet will be recorded at fair value.

Potential forward-looking insight from insiders' equity transactions

January 29, 2007

Research firm hunts for clues in insider sales | news.moneycentral.msn.com

It may be possible to glean forward-looking performance predictions from patterns in insiders' personal equity transactions.

The article discusses academic research that observes a systematic association between insiders' equity transactions and future performance. 

What might repurchases signal?

July 24, 2006

Microsoft Reports Fourth Quarter Results and Announces Share Repurchase Program | biz.yahoo.com

The article discusses that Microsoft intends to repurchase a large number of shares. 

The article also notes that Microsoft views this as a "bullish" move.

There are several possible things that repurchases can signal, most of which seem to signal positive news going forward.    

Some would argue that spring-loading is, in fact, insider trading

July 12, 2006

'Spring-loading' not insider trading: SEC official says 'well-timed options' benefit investors | www.chron.com

"Spring-loading" of option grants is one piece of the current option back-dating scandal that has kept market regulators busy recently.

"Spring-loading" refers to issuing option grants before releasing material positive news to the market.  This effectively ensures that the newly granted options will be "in the money" as soon as the news is released.

It is surprising to see an SEC spokesperson suggest that spring-loading is not insider-trading when one looks at the traditional view of what constitutes insider trading.

As noted in the article, the view that spring-loading is not insider trading is likely to be challenged by some legal groups.

Execs annual compensation does not normally include their equity sales proceeds

June 26, 2006

Cisco Chief on Selling Spree | www.thestreet.com

The article's author implies that a specific insider's compensation is too high, in part because the insider sold a lot of personally owned equity.

When an insider sells his or her equity, the sales proceeds typically should not be included as part of the annual compensation earned.  Including these sales proceeds can be loosely considered double counting and may inappropriately inflate the true compensation figure.

What can the market infer from Corporate Insiders' Prepaid Variable Forward Contracts?

June 20, 2006

Global Imaging Systems CEO to Settle Prepaid Variable Share Forward Agreement | biz.yahoo.com

Some corporate insiders enter into prepaid forward share agreements that allow them to diversify a substantive proportion of their firm-specific ownership.  These are off-market transactions that have complicated hedge-like characteristics, yet often resemble a very large presale.  The market implications are important to investors since they may not really understand what to make of this rare but material transaction.

Still much to learn about Rule 10b5-1

June 2, 2006

10B5-1 Plans Proliferate Amid Questions About Their Abuse | www.smartmoney.com

There is still a lot that is unknown about Rule 10b5-1 including how insiders utilize the Rule (for informed vs. diversification trade, for example) and whether the Rule's affirmative defense will hold in actual litigation.

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