Wednesday, January 21, 2009

Insider Trading or margin calls?

The Satyam episode offers an interesting case which could help define insider trading more sharply. To recap, the Maytas merger announcement led to a sharp drop in Satyam share price. Ostensibly, this triggered part sales of shares which were pledged by the Raju's and against which money had been raised. The events are chronicled here. Interestingly, Merrill Lynch, which was appointed as an investment banker too had extended loans to the Raju's and had shares pledged against this loan. These shares too, were sold at a time when the company was an investment banker, and consequently privy to the inside story. 

The moot point, as raised by my partner is an earlier venture, is - do these "margin calls" qualify as insider trades. After all, the effect of these trades, was to extinguish, atleast in part, liabilities of the Raju's, when their own subsequent actions ensured that the value would completely erode in a few days. Is this, therefore, a fit case for "disgorgement" of unfair profits made by the promoters. Particularly in the light of the precarious fiscal situation that Satyam finds itself in, should the shareholders - in particular those seeking to prosecute the class action suits - not make IL&FS and Merrill a party, and seek to extract the excess value they received as a result of sales made of promoter shares just a few days before the confession?

More legally oriented minds need to comment.

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