Company Law

TOPIC:

“INSIDER TRADING AND THE ROLE OF DIRECTORS IN A COMPANY”

SUBMITTED BY-

KISLAY TARUN

(180401420064)

BBA. LL.B(Hons.)

BATCH: 2018-23

SUBMITTED TO

Prof. Dr. Rashmi KS

November 2020

Alliance School of Law,

Alliance University

Anekal, Bengaluru- 562106.

 ABSTRACT

This Research Paper is an attempt to find out what is exactly and basically meant by Insider
Trading in a company, the roles of the directors in the company, associated with insider
trading program. To get a rough idea, insider trading is the process of buying and selling of
the information found inside the company and is mainly available only to certain limited
people to have access to this information. This states that the process of trading is carried out
by the Directors and Employees who enjoy special status when compared with general
investor. The core purpose of purchasing such shares of the company directly relates to
personal individual benefit.
 TABLE OF CONTENTS

CONTENTS PAGE NO.

1. Chapter - 1

1.1. Introduction ------------------------------------------------------------------- 4

1.2. Research Problem ------------------------------------------------------------ 4

1.3. Existing Legal Situation ----------------------------------------------------- 5

1.4. Research Questions----------------------------------------------------------- 5

1.5. Hypothesis--------------------------------------------------------------------- 5

1.6. Review of Literature --------------------------------------------------------- 5

1.7. Scope and Objective --------------------------------------------------------- 6

1.8. Research Methodology ----------------------------------------------------- 6

2. Chapter -2

2.1 WHO IS AN INSIDER?------------------------------------------------------------- 6

2.2 BASIC CONCEPT OF INSIDER TRADING------------------------------------ 7

3. Chapter – 3

3.1. CONFIDENTIALITY OF PRICE SENSITIVE INFORMATION-------- 8

3.2. UNPUBLISHED AND PRICE- SENSITIVE INFORMATION---- 8 to 9
3.3. LEGAL INSIDER TRADING VERSUS ILLEGAL INSIDER TRADING: A
DISTINCTION-------------------------------------------------------- 9 to 10
3.4. RECENT DEVELOPMENTS: A RENEWED INTEREST ---------- 10 to 11
3.5. PROFITABILITY------------------------------------------------------------- 11 to 12

4. Chapter – 4

4.1. FORBIDDING OF INSIDER TRADING------------------------------- 12 to 13

4.2. INSIDER TRADING: INDIAN SCENARIO AND THE ROLE OF
SEBI---------- 13 to 14
4.3. DUTIES OF COMPLIANCE OFFICER--------------------------------- 14
5. Chapter- 5

5.1. CONCLUSION & SUGGESION------------------------------------------ 15

5.2. LIST OF CASES------------------------------------------------------------- 16
5.3. BIBLIOGRAPHY----------------------------------------------------------- 16 to 17

1. CHAPTER - 1

1.1 INTRODUCTION

Each and every company has a board of directors. It consists of the senior post people who
are meant and considered to take major and confidential decisions for the company. A
positive relationship is required between the management and the stakeholders and the trust
which the investors have imposed for redeeming the board’s functions. On an unlimited
basis, the decisions made by the directors are highly confidential and cannot be reached to the
public or other members of the company until and unless it is published by the directors.
Many a times, persons connected inside the company manage to get the information related
to the decision of the board and they use it for unfair purposes. On a global level, concerns
have been expressed about the insider trading practices and they are lawfully prohibited.
Insider is a person who has the access to utilize and use the unpublished price sensitive
information of a company before it is available to the general public or the other members of
a company.

Keeping the insiders in view and their utilization, an insider trading process is carried out to
deal with the securities of the company on the basis of confidential information relating to the
company which has not yet been known to the public .

The insider trading is said to be processed when the persons connect with the company utilize
or possess the information which is sensitive and unpublished and it affects the price of the
securities of the company and deal in these securities for their own profit. This is done either
by making gain from them or avoiding the loss. These insiders have full access to take
advantage of the confidential, price-sensitive information before they are released before the
general public.

1.2RESEARCH PROBLEM:-

The main Research Problem which this paper aims to sort out is that “Whether Insider
Trading is legal or illegal under the Company Law and what sort of harm on benefits a
company goes through with the roles of directors associated with insider trading”?
1.3EXISTING LEGAL SITUATION:-

In order to prohibit such practice, the market regulator, the Securities and Exchange
Board of India (SEBI) had come out with regulations known as SEBI (Prohibition of
Insider Trading) Regulations, 1992.
Under these regulations, as amended, it is mandatory for every listed company to lay
down a Code of Conduct to be observed by its Directors and employees while dealing
with shares of the company.

1.4RESEARCH QUESTIONS:-

1. Should the Insider Trading be forbidden and if so why should it be prevented?

2. What are the basic roles of company directors relating to the price-sensitive
information of the company?

1.5HYPOTHESIS:-

1. To keep the information safe and for the betterment of the company, yes the
procedure of Insider Trading should be forbidden but keeping in mind its
functions which enhance the overall efficiency of the market. Its prevention is
treated widely as a very important function which should be considerably carried
out by SEBI (Securities and Exchange Board of India). Unfortunately, in various
countries the Government actions against insider trading is limited to little way if
enforcement. Insider Trading many a times is equated with the manipulation of
the market i.e; making market prices move away from their fair values. It brings
prices close to its fair values which increases the market efficiency.
2. The Board of Directors of a company play a very essential role in keeping and
maintaining the privacy and its issues in a company. It is their responsibility to
keep the un-published information or their decisions confidential and safe from
the people inside the company who are involved in its selling to outside public.

1.6REVIEW OF LITERATURE:-

This research paper establishes a core idea of insider trading and the role of directors
competing to it. The research paper was carried out with the help of online primary
journal references, online books from NDL and a few references were made from
YouTube videos.
1.7SCOPE & OBJECTIVE:-

The aim of this Research Paper is to explain the practice of Insider Trading prevalent in
the Corporate System and the ways by which the directors compete with the same.

1.8 RESEARCH METHODOLOGY:-

The methodology used in this research paper is deductive in nature. Under a hypothetical
situation, a strategy is aroused and a research study is carried out based on present
theories relating to the topic.

2. CHAPTER- 2

2.1 WHO IS AN INSIDER?

“Insiders” are persons connected with the companies who are in a position to take
advantage of confidential, price- sensitive information before it becomes public and
thereby make speculative profits for themselves to the detriment of uninformed public
investors. The word insider has wide coverage. It includes directors, officers and
employees of a company and related companies, persons with professional or
business relationship with a company such as auditors, bankers, brokers, large
beneficial shareholders, government officials, and Stock Exchange employees, etc. As
a matter of course, directors and employees have most and direct access to price
sensitive information. However, this practice is not limited to directors but can be
engaged in by anyone who has access to such information. In this sense, an outsider
may be held to be an insider by virtue of his engaging himself in this practice on the
strength of inside information coming to his knowledge or obtained by him either
directly by reason of his being connected with the company, or indirectly from
anyone who is connected with the company.1

The basis of insider trading is the buying and selling of securities while knowingly in
possession of some peace of confidential information which is not generally available
and which is likely, if made available to the general public, to materially affect the
price of these securities. So, for example, there is insider trading where a company
1
www.investopedia.com
www.indiatimes.com
www.nseindia.com
 director knows that the company is in a bad financial state and sells his shares in it
knowing that in a few days time this news will be made public together with an
announcement of a cut in dividend payment. Likewise, the director would be insider
dealing if, on being informed before it was generally known by the public, that the
company has discovered oil or gold on its own land, he bought more shares in the
company in the not unrealistic expectation of an increase in their market value as a
result of the subsequent public announcement

Thus, an insider who knows that the company is in a financial mess may sell his
shares in the company knowing that shortly there will be a public announcement of
the news. Similarly, a director of a company who is aware that the company has
bagged a huge export order may buy more shares of the company in anticipation of a
rise in the price of the company’s shares.

Any person having any kind of professional or business relationship may become a
connected person and thereby an insider, if he may reasonably be expected to have an
access to unpublished the price- sensitive information. The relationship and
accessibility to unpublished price- sensitive information facilitated by such
relationship is necessary

2.2BASIC CONCEPT OF INSIDER TRADING:-2

Insider trading denotes dealing in a company’s securities on the basis of confidential

information relating to the company, which is not published and not known to the
public, used to make profit or avoid loss in the transactions in securities of the
company. ‘Insider’ is a person who has knowledge of facts not available to the
general public, and ‘insider information’ implies information about a company’s
affairs that is obtained by an insider before the public obtains it. The information is,
of course, ‘price- sensitive’ meaning that it is likely to have an impact on the
company’s securities price in the market.
The insider trading is said to be indulged in when persons connected with the
company, possessing confidential unpublished information, which is likely to affect
the price of the company’s securities, deals in the securities for their own profit(either
by making gain or avoiding loss).

2
Article from legal community
Rakesh Agarwal v. Securities and Exchange Board of India on November 3, 2003
 3. CHAPTER- 3

3.1 CONFIDENTIALITY OF PRICE- SENSTIVE

INFORMATION:-3

The intensity and measurement of how and why the price- sensitive information of the
company should be kept confidential is formulated by SEBI and is provided in their
‘Code of Prevention of Insider Trading.’
The rules provided in here is applicable to all Directors including Independent
Directors, all Employees and person who are deemed to be connected with the
Company.

Directors including Independent Directors, Employees and the persons who are
deemed to be connected with the company, are required to maintain confidentiality of
price- sensitive information with respect to acquisition/purchase/sale of company’s
share and should adhere to the following:

 They should not acquire/purchase/sell the company’s shares either on behalf

of themselves or others when in possession of unpublished price sensitive
information.
 They shall not communicate, counsel or procure directly or indirectly any
unpublished price-sensitive to any person and pass on such information to any
person, directly or indirectly by way of making recommendations for
acquisition/purchase/sale of the company’s shares;
 Communication of unpublished price-sensitive information should be only to
those employees who need the same for discharge of their duties.
 Unpublished price-sensitive information should not be communicated in a
situation in which there would be an uncertainty as regards to conflict of
interest of the possibility of misuse of the information.
 Adequate measures should be taken to ensure that all confidential information
in paper or electronic form is kept secure through adequate security
mechanics.

3.2 UNPUBLISHED PRICE-SENSITIVE INFORMATION:-

An insider can be held guilty of an offence of insider trading if he has dealt in
company’s securities on the basis of unpublished price-sensitive information in his
possession or received by him by virtue of being connected with the company or

3
Code of “Prevention of Insider Trading”
Bfc Officers Welfare Trust v. Income Tax Officer on April 25, 1997
 deemed to be connected with it. A piece of information will be regarded as
unpublished price-sensitive information if:-

a) It relates to or concerns the company;

b) It has been published by the company;
c) It is, if published or known, likely to affect materially the price of the
securities of the securities of the company in the market

The information relating to the following matters will be treated as

unpublished price-sensitive information:-

a) Periodical financial results (both quarterly and annual) of the company;

b) Intended declarations of dividends (both interim and final);
c) Issue of shares by way of public rights, bonus, etc;
d) Buyback of securities;
e) Any major expansion plans or execution of new projects;
f) Amalgamation, mergers and takeovers;
g) Disposal of the whole or substantially the whole of the undertaking;
h) Any significant changes in policies, plans or operations of the
company.

3.3 LEGAL INSIDER TRADING VERSUS ILLEGAL

INSIDER TRADING: A DISTINCTION:-4
Insider trading can be illegal or legal, depending on when the insider
makes the trade and what is in the of trader at the time of trade. Illegal
insider trading refers to the buying or selling of a security by an insider or
a tippee, in violation of a fiduciary or other relationship of trust and
confidence, while in possession of material, nonpublic information about
the security (Newkirk & Robinson, 1998). The purpose of prohibiting such
trading is to ensure that markets are fair by precluding trading by those
who have special knowledge that is not available to other traders (Clark,
2010). Insider trading is legal once the material information has been made
public, at which time the insider has no direct advantage over other
investors. The SEC, however, still requires that insiders report all of their
transactions. This policy distinction allows insiders to trade their own
securities for legitimate purposes, such as to diversify their holdings.

In practice, illegal insider trading is an extraordinarily different crime to

prove. First, it can be a tough job to determine what the accused actually
knew at the time trades were made. Second, it can be challenging to
establish that a particular individual was responsible for a trade, because
the knowledge traders can “hide behind” a variety of proxies and complete
their trades over a number of international markets, many of which do not
4
Article on Insider Trading by “Stephen Rhett” Clark from The “University of Lowa”
Appalanarasamma v. SEBI on August 11, 2017
 cooperate with the authorities. Third, wealthy insiders can afford to retain
distinguished attorneys who can “drag out” cases at significant cost to the
US taxpayer. Fourth, direct evidence of insider trading is rare. Unless the
defendant confesses or the prosecutor has access to testimony from an
eyewitness whistleblower, cases are almost entirely circumstantial. Fifth,
burgeoning swaps and options markets afford insiders more sophisticated
tools for avoiding detection. Finally, the details of insider trading cases can
be difficult to grasp by non-experts, thereby making it more difficult for
prosecutors to convince juries that an actionable crime has been
committed.

3.4 RECENT DEVELOPMENTS: A RENEWED INTEREST:-

The financial scandals of the early 2000s and the current meltdown on Wall Street have
received the SEC’s interest in insider trading. This has caused a concurrent stimulation of
academic and legal research in this area.5

Insider trading was not commonly prosecuted until the second half of the 20th century.
Between 1966 and 1980, it filed an average of 2.5 cases per year, while between 1982 and
1986 it filed an average of 17.2 cases per year (Seyhun, 1992). After the spike in insider
trading in the late 1980s, highlighted by the indictments of Boeky and Levine, there were no
insider trading prosecutions of Wall Street professionals by SEC between 1990 and 1995, and
only ten such prosecutions between 1995 and 2000 (Thomsen, 2006). Insider trading actions
have been much more prevalent in this first decade of 21st century. The SEC had 106
successful insider trading convictions between 2001 and 2006. In the first half of the year
2007 alone, the SEC brought enforcement actions against over 20 defendants for insider
trading, most of which involved insider trading in advance of mergers and acquisitions
(Gorman, 2007).

There have been a number of interesting and important legal developments in the insider
trading area in the last few years. First, the SEC has broadened the liability of the employers
for employee actions (SEC, 2006). Second the agency not only publicly announced
(Thomsen, 2006) that it was prioritizing hedge fund insider trading, but it also proceeded to
back up (Thomsen, 2008) this commitment. In 2009, particularly significant hedge fund-
related cases were brought within a three week period, including the largest such case in the
agency’s history (Clark, 2010). This focus on hedge funds was also evident in Europe
(Financial Services authority (FSA), 2005). Third, the SEC announced that an agreement had
been reached among the major securities self regulatory organizations to centralize insider
trading regulation (SEC, 2008). Prior to this announcement, each equity exchange was
responsible for surveillance of trading on its market and any investigations and enforcement
5
Article on Insider Trading by “Stephen Rhett” Clark from The “University of Lowa”
Tata Iron and Steel Company Limited, Bombay v. S.R Sarkar and Others on August 29, 1960
actions involving its members. This centralization of surveillance should improve detection
of insider trading across the equities markets by focusing expertise and eliminating gaps and
duplication among the markets.

Fourth, the SEC announced a policy designed to encourage individuals to cooperate with the
agency in its insider trading investigations (SEC, 2010), Fifth, the agency tried to expand the
scope of insider trading law in the first case to allege insider trading in credit default swaps
(CDS) (Clark, 2010). While the case has yet to be decided, the court refused to dismiss the
case (Weidlich, 2009) on the grounds that it was an issue of fact, no law, as to whether the
CDS met the definition of security under existing insider trading laws (McGrath, 1993). It is
not surprising that the SEC would try to extend its reach to CDS because most CDS are
bought and sold in privately negotiated deals, so they are not exposed to a market
surveillance system or a central database of transactions (Drummod, 2007). The SEC also
successfully expanded the scope of insider trading law by extending the theories under which
it may pursue insider trading (Clark, 2010).

3.5 PROFITABILITY
Insiders’ trades are informative, are they abnormally profitable too? This is a key question
because if insiders do not, on average, earn abnormal returns (Inflation-adjusted returns in
excess of the return that the average investor could have expected to earn on similar trade
involving a firm with the same level of systematic risk) on their trades, then one could offer
three compelling reasons that regulators should not concern themselves with such activities:6

i. If, in expectation, insiders cannot profitably exploit their information, then they
would no longer have an incentive to engage in such trading;
ii. There would be no increased likelihood of “harm” because counterparties to insider
trades would not be any more likely to lose money on their average trades;
iii. The information conveyed by the trades would tend to improve market efficiency.

Studies of abnormal profitability, is conditional on the model used by the researcher to

calculate expected returns being correctly specified. Also for parametric model-based
estimators other than Generalized Method of Moments estimators, the results are conditional
on the correct specification of the data generating process for the employed test statistics.
Consequently, the results of these studies should be scrutinized for possible violations of the
following assumptions:

a. Normality of the prediction errors;

b. Contemporaneous correlation in the prediction errors;
c. Serial correlation in prediction errors;
d. Parameter stability in estimates;
e. No event-induced volatility changes;
f. Homosedasticity of the prediction errors;
g. Use of prediction errors, not residuals;
6
Rajat Gupta Case
Harshad Mehta Case- Scam 1992
Hence, I will now examine whether insiders are, in fact, able to profit from their information-
based trades.

Despite the compelling evidence of profitability in the US, results from other countries are
mixed. Profitability has been established for markets in Canada (Baesel & Stein 1979), the
Netherlands (Biesta, Doeswijk, & Donker, 2003), the UK (Biesta, Doeswjk, & Donker,
2003), Italy (Bajo & Petracci, 2006), and South Africa (Opoku, 2007). Conversely, insider
trades have bern shown to be unprofitable, on average, in Norway (Eckbo & Smith, 1998)
and Hong Kong (Wong Tan, & Tian, 2009).

4. CHAPTER-4

4.1 FORBIDDING OF INSIDER TRADING:-

The prevention of insider trading is widely treated as an important function of

securities regulation. In the US, which has the most studied, financial markets of the
world, regulators appear to devote significant resources to combat insider trading.
This has led many observers in India to mechanically accept the notion that the
prohibition of insider trading in an important function of SEBI.7 In most countries
other than US, government actions against insider trading are much more limited.
May countries may lip service to the idea that insider trading must be prevented,
while doing little by way of enforcement. In order to make sense of insider trading,
we must go back to basic understanding of markets, prices, and the role of markets in
the economy. The function is enabled by “market efficiency”, the situation where the
market price of each security accurately reflects the risk and return in its future. The
primary function of regulation and policy is to foster market efficiency; hence we
must evaluate the impact of insider trading upon market efficiency. It is not hard to
see that when company insiders trade on the secondary market, they speed up the flow
of information and forecasts into prices.

Insider trading is often equated with market manipulation, yet the two phenomena are
completely different. Manipulation is intrinsically about making market prices move
away from their fair values; manipulators reduce market efficiency. Insider trading
brings prices closer to their fair values; insiders enhance market efficiency.

This is one of the situations where the insights of modern economics contradict
common intuition. The fact that securities regulation in the US is primarily the
creation of lawyers is not unrelated of the fact that the US is unique in emphasizing
7
Onkarlal Nandlal v. State of Rajasthan & Anr on September 23, 1985
The Chairman, SEBI v. Shriram Mutual Fund & Anr on May 23, 2006
restrictions on insider trading. Insider trading appears unfair, especially to speculators
outside a company who face difficult competition in the form of inside traders.
Individual speculators and fund managers alike face inferior returns when markets are
more efficient owing to the actions of inside traders. This does not, in itself, imply
that insider trading is harmful. Insider trading clearly hurts individual and institutional
speculators, but the interests of the economy and the interests of these professional
traders are not congruent. Indeed, inside traders competing with professional traders is
not unlike foreign goods competing on the domestic market the economy at large
benefits even though one class of economic agents suffers.

In this analysis, it is not clear that insider trading is bad. What is at stake is the
monopoly of outside speculators in exploiting market inefficiencies. Hence the insider
trading approach is probably a preferable way for an economy to obtain the allocative
function of the efficient market at the minimum cost.
In this perspective, the state could enhance market efficiency by imposing a reporting
requirement. Since trades by insiders are unusually informative, it would help market
efficiency if these were required to be rapidly disclosed. The price, quantity and
identity of the insider should be revealed shortly after a trade is consummated. Such
requirements are in place in the US today.

Once again, a mechanical adoption of regulation from the US is inappropriate. Given

the higher degree of automation of Indian markets, it is not difficult to imagine a
situation where trade by insiders is disclosed to the market within five minutes of
trade being matched by the computer. Such a reporting requirement would harness the
informational potential of insider trading, and enhance market efficiency by speeding
up the full impact of the trade upon market prices.

4.2 INSIDER TRADING: INDIAN SCENARIO AND THE ROLE

OF SEBI:-

In India, SEBI is making all efforts to prevent the insider trading and to build up
investor confidence. Consequently, it has constituted several committees such as
“Sachar Committee (1978)”, “Patel Committee (1985).”

Based on the recommendations of the committees, SEBI has framed various

regulations and implemented the same to curb insider trading. These regulations are
as under:-

 SEBI [Insider Trading] Regulation-1992.

 SEBI [Substantial Acquisition of Shares & Takeover] Regulations-1994.
 SEBI [Prohibition of Fraudulent & Unfair Trade Practice relating to securities
market] Regulations-1995.
 Recently SEBI has made several changes as amendments to strengthen the
existing Insider Trading Regulations 1992.

4.3 DUTIES OF COMPLIANCE OFFICER:-8

The compliance officer shall be responsible for establishing policies, procedure, and
monitoring adherence to the code regulated by SEBI for Insider Trading under the overall
supervision of the Board of Directors.

Without prejudice to the aforesaid, he should be responsible of the following:

1) Pre-clearance of trades of Director, Officer and Designated Employees.

2) Clarifications and improvements as regards policies and procedures with respect to
the code and ensure effective implementation of the code.
3) Intimation to any individual or class of Designated Employees to whom the code will
be applicable from time to time.
4) Maintenance of records/declarations of all Directors, Officers, and Designated
Officers and Designated Employees as required under the code and any changes
therein for minimum period of three years.
5) Placement before Chairman/Managing Director for information, the details of
acquisitions/purchases/sales of shares above the pre-cleared limit on a monthly basis,
if any transaction has taken place during the month.
6) Initiation of disciplinary action and implementation of punitive measures e.g.
suspension from services, wage freeze, for any non-adherence to the code and also
informing SEBI of the same.

5. CHAPTER- 5

5.1 CONCLUSION & SUGGESION:-

8
Code of “Prevention of Insider Trading”
After doing this project work, I have come to the conclusion that whatever laws or
mechanisms be devised by the regulatory bodies, for the preservation of price-
sensitive information and for the prevention of insider trading, the situation can never
be made foolproof. This is because for the efficient conduct of the affairs of a
company or a firm, it is essential that certain people be in possession of the price-
sensitive information and other trade details which are not disclosed. And, it becomes
the duty as well as the responsibility of these people to ensure that this information is
not leaked or are not used for making undue profits.

Now, if we see the role of directors of a company in this regard, we would find that
they have more or less a kind of fiduciary relationship with the company. And it is
very essential that they are provided with all the price-sensitive information and other
trade details for the efficient conduct of the business of the company.

So, it becomes the duty of directors to be honest their dealings and not to take any
undue advantage of their position. If, we see the laws relation to prevention of insider
trading in our country as well as round the globe, we would find that though the laws
are quite exhaustive in this regard, but though the practice of insider trading is quite
rampant.

So, according to me, in order to curb the menace of insider trading and for the
preservation of price-sensitive information, the people holding the concerned
positions i.e. the Directors, Officers, and other members of the company should
themselves take voluntary steps and should set high standards of ethical behavior,
because this is something which can’t be imposed in any manner or the compliance of
which be made mandatory.

5.2 LIST OF CASES:-

I. Dilip S. Pendse v. Securities & Exchange Board of India AIR 39 2008

II. Martha Stewart Stock Case
III. Rjajesh Jhunjhunwala v. The State of Jharkhand CNR 305 2016

5.3 BIBLIOGRAPHY:-
Secondary Sources:-
a. Websites:-

i. https://www.thebalance.com/what-is-insider-trading-and-why-is-it-
illegal-356337
ii. https://www.moneycrashers.com/what-is-insider-trading-
definition-laws-cases/
iii. https://www.thehindu.com/business/Industry/amazon-accuses-
future-of-insider-trading/article33077691.ece
iv. https://www.investor.gov/introduction-investing/investing-basics/
glossary/insider-trading
v. https://www.mindtree.com/about/investors/code-conduct-
prevention-insider-trading-securities-mindtree-limited
vi. www.cipla.com
vii. https://www.mondaq.com/india/directors-and-officers/510724/
roles-and-responsibilities-of-a-director-under-companies-act-2013-
pitfalls-and-safeguards
viii. www.core.ac.uk
ix. https://scholar.smu.edu/cgi/viewcontent.cgi?
article=3865&context=smulr
x. https://clmr.unsw.edu.au/article//insider-trading%3A--how-should-
directors-respond%3F
xi. https://blog.ipleaders.in/sebi-insider-trading-offences/
xii. https://economictimes.indiatimes.com/news/politics-and-nation/
the-harshad-mehta-case-where-time-has-overtaken-justice-by-a-
mile/articleshow/53052771.cms?from=mdr
xiii. https://indiankanoon.org/doc/538111/
xiv. https://www.thehindu.com/news/international/world/Rajat-Gupta-
fined-13.9-million-for-insider-trading/article12010778.ece
xv. https://www.businesstoday.in/current/corporate/sebi-summons-ace-
investor-rakesh-jhunjhunwala-over-insider-trading-charges/story/
394764.html
xvi. https://www.thoughtco.com/martha-stewarts-insider-trading-case-
1146196
xvii. https://www.dailypioneer.com/2020/columnists/india-
strengthening-insider-trading-laws-at-last.html
b. Books:-

a) Jiang, Helen | Panarelli, Joseph, Healio, 53rd Vol, 4th Edn, Insider
Trading [2016].
b) Sec, Rethinking | Kelly, William A. | Wallace, Myles S.,
CiteSeerX, Regulation of Insider Trading.
c) World eBook Library, SEC Complaint Insider Trading [2016].
d) Auhustin, Patrick | Brenner, Menachem | Grass, Gunnar |
Subrahmanyam, Marti G., Goethe University, Center for Financial
Studies (CFS), How do Insiders Trade? [2016].