IndiaCorpLaw

Should Insider Trading be Permitted?

An affirmative answer to this question will almost always be dismissed as outlandish. But, Henry Manne, who is considered the father of law and economics, has argued for deregulation of insider trading for the last 40 years.

His ideas have encountered a barrage of criticisms from other legal scholars. Further, as far as I am aware, there is no jurisdiction around the world that consciously adopts the policy of freely permitting insider trading. Manne makes the argument in true law and economics style: (i) insider trading allows persons with non-public information to trade in shares thereby driving prices of shares nearer to their real value (and supporting true price discovery), and (ii) insider trading is a form of compensation to insiders (primarily senior managers) and hence their monetary compensation can be reduced thereby saving cost to the company. Like most others, I find this line of reasoning unconvincing—although it may increase overall efficiency of the capital markets by encouraging price discovery and reduced compensation, it fails to recognize issues of distribution of gains among the different participants. In other words, insiders (who have an information advantage) will gain more than other investors who trade with insiders without parity of information.

However, that Manne and his ideas continue to engage attention is borne by the fact that his legacy is now being captured in a collection. Here is a foreword by Professor Stephen Bainbridge that sets out Manne’s line of reasoning. Although set in the US context, it makes interesting reading for those of you who are enthusiastic about the legal and economic aspects of insider trading and more generally in capital markets and securities regulation.