Insider trading
我想我到底是什么insider trading. To my understanding it is having and acting on information that would affect a public company's market valuation before said info is made public.I was reading Pershing squares 2015 annual letter and came across this: "In order to protect our investment and help stabilize the company, we implemented a straightforward plan. First, we put ourselves in a position of influence and gained access to inside information. Steve Fraidin, our Vice Chairman, was invited to join the board on March 9th along with two other new directors: Dr. Fred Eshelman, a pharmaceutical industry entrepreneur, and Thomas W. Ross, former president of UNC and a former Superior Court judge.Since Tuesday of last week, beginning a few hours after Valeant's earnings call, two members of PSCM's investment team have been spending time at Valeant so that we can have a better understanding of the company's operating performance, verify management's revenue, earnings and cash flow guidance for 2016 and buildour own financial modelfor the company. Bill Ackman attended board meetings as an observer beginning on Thursday and through the weekend, and officially joined the board on Monday morning. We have been given access to information and to management necessary for us to conduct due diligence and assist the company."I know activists asking for board seats is common, but how is this not insider trading-especially based on how it's worded?
Comments (11)
For anyone who is curious:
http://assets.pershingsquareholdings.com/2014/10/PSH-Annual-Report-12.3…
I thought it was a troll. How does Ackman this motherfucker keep getting away with it?
Their position was in allergan which was the target of valeant's purchase.
并不是说它通过气味测试。但这就是为什么他觉得自己可以做到。
I see, thanks.
我在经常限制的一些资金（签名NDA，收到MNPI）对我们进行了投资的上市公司。我们只是限制了该公司证券的交易，直到（a）我们收到的信息被披露给公众（“吹走”）或（b）我们已经陈旧的信息。
It's not illegal to possess MNPI. It's illegal to profit from trades in a security while in possession of MNPI associated with the company that issued the security. If they restricted themselves while in possession of MNPI, then it's not illegal. Some funds, such as mine, are routinely in possession of MNPI as a part of our business (NDAs signed, over-the-wall on confidentially marketed financings, etc.). Of course, we are restricted from trading in those names while being in possession of the MNPI.
Fun fact though, a recent case that the SEC is bringing against an insider of a company will test whether anyderivativetrades while in possession of MNPI is illegal. That will make things much more confusing if that is successful.
Will keep an eye out for the verdict here. Could be pretty impactful
谁是针对谁的衍生品案件？
SEC vs. Panuwat
Matthew Panuwat (Release No. LR-25170; Aug. 17, 2021) (sec.gov)
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