SEC Enforces Insider Transaction Rules As Boards Authorize Buybacks at Brisk Pace

 

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia)

1903 stock certificate of the Baltimore and Ohio Railroad (Photo credit: Wikipedia

Insider buying or selling of shares is one of the most emotional and telltale communications messages a public company can send.

Last week, the SEhanded out charges against 28 officers, directors and major shareholders for violating federal securities laws requiring the prompt reporting of information about transactions in company stock.  In addition, six publicly traded companies were charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies.
 
Curiously, the SEC did not say whether or not those transactions were on the buy or sell side. But this is important stuff and a subject that many investors hold sacrosanct.
 
Some funds immediately sell if they see insiders are selling for anything other than “personal” reasons, such as sending a child to college. And other investors immediately buy when they see insiders buy, believing those insiders must know something positive about the future. The same usually holds true when companies initiate buyback programs.
 
A news release issued by the SEC September 10 said information about insider buying and selling gives investors an “opportunity to evaluate whether the holdings and transactions of company insiders could be indicative of the company’s future prospects.”
 
Granted, it is important to look at much more than insider transactions when evaluating a stock’s viability. But as Peter Lynch, who is still regarded as one of the greatest and smartest investors of all time, has said on numerous occasions: “Insiders may sell their shares for any number of reasons, but they buy for only one—they think the price will rise.”
 
So while it is not necessary in this blog to name names of those violators, as the SEC’s press release did (in case you want to know), 33 of the 34 individuals and companies cited agreed to settle the charges and pay financial penalties totaling $2.6 million.
 
“Using quantitative analytics, we identified individuals and companies with especially high rates of filing deficiencies, and we are bringing these actions together to send a clear message about the importance of these filing provisions,” said Andrew J. Ceresney, director of the SEC’s Division of Enforcement, in the news release.
 
There are usually no such communications issues when public company boards authorize buyback programs. Making a public announcement, usually via news release, is often one of the key reasons such programs are launched—to make a statement that one’s stock is undervalued and we’re not going to take it anymore.
 
In fact, according to an analysis by Barclays PLC as reported in the Wall Street Journal September 16, companies are buying back their own shares these days at the fastest pace since the financial meltdown, and companies with the largest buyback programs have outperformed the broader market by 20 percent.
 
Barclays’ head of U.S. equities strategy, Jonathan Glionna, as reported in the same article, said that among the reasons why companies do stock buybacks, “one is that it seems to work; it makes stocks go up.”

– Roger Pondel, rpondel@pondel.com

 

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