Mar 04 2019
** Click here to download audio of this week’s column**
In his autobiography, President Teddy Roosevelt sought to clear the air. He was not an enemy of large corporations, as many people had labeled him. His concern was with corporate mischief and its effect on hardworking Americans. “We demand that big business give the people a square deal,” Roosevelt said, “…in return we must insist that when anyone engaged in big business honestly endeavors to do right, he shall himself be given a square deal.”
Strong capital markets are critical for Nebraskans and our economy. When our investors know they are treated honestly and fairly, they will continue to grow and expand business here in Nebraska and throughout the country.
A principle of honest markets is to ensure the well-connected “insiders” do not profit on information that is not made available to every day Main Street investors. When insiders purchase stock knowing full well that it will increase in value or sell shares right before a scandal shakes a company to its core – they are abusing the system. Dishonest acts like these take advantage of hardworking investors and undermine confidence in our market.
Unfortunately, we have seen several insider trading scandals take place in recent years.
According to the Wall Street Journal, “several current and former CBS executives engaged in insider trading in advance of sexual harassment allegations against former Chairman and chief executive Leslie Moonves” were made public. A shareholder lawsuit against CBS noted the unusual amount and timing was suspicious. The article reveals Mr. Moonves himself sold over $155.3 million worth of stock, just before the allegations came to public light.
The Securities and Exchange Commission (SEC) has charged more than 700 defendants in civil insider trading cases since 2010. But in defense of their clients’ dishonesty, most attorneys deny wrongdoing and respond with a common refrain: “the stock sales in question were made in accordance with an approved SEC Rule 10b5-1 stock sale plan.”
Since most company founders and executives tend to be paid largely in stock, they need to be able to sell their stock to earn income. Rule 10b5-1 provides a safe harbor for the honest trading of stock in predetermined amounts at certain dates.
However, the rule’s weaknesses have been exposed by dishonest players. Nebraskans deserve better. That is why I recently introduced the Promoting Transparent Standards for Corporate Insiders Act.
This bipartisan, bicameral legislation requires the SEC to investigate whether the safe harbor for insider trading should be changed to address the ability of well-connected people to abuse the system. Specifically, the bill will direct the SEC to investigate a number of issues including limiting: the timeframe in which an insider can adopt a trading plan; the ability of insiders to adopt multiple trading plans; and the frequency that insiders may modify or cancel trading plans.
Nebraska’s families invest in the market to secure predictable, long-term growth. Whether it’s saving to send their children to college or saving for retirement, investments can help people provide a better future for themselves and their loved ones. Everyday investors must be treated fairly.
Our corporate trading laws should be up-to-date and clear regarding the penalties of crony insider trading. This act will help boost Nebraskans’ confidence in fair treatment and their ability to earn a good return on their investments. I am calling on both parties to come together to pass this common-sense, bipartisan bill into law.
Thank you for participating in our democratic process. I look forward to visiting with you again next week.