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Journal of Financial and Quantitative Analysis Vol. 58 No. 5 2023

Insider Filing Violations and Illegal Information Delay

Brandon N. Cline; Caleb Houston

Abstract

We document that a significant number of insiders violate the Securities and Exchange Commission (SEC) reporting requirements by filing open market transactions after the legally required deadline. Prior to the Sarbanes–Oxley Act (SOX), 29% of transactions fell outside the required reporting window. Following SOX, 8% are delinquent. Violations cluster in periods of high information asymmetry, incentivizing insiders to keep trades private and earn abnormal returns. Collectively, these findings suggest that a subgroup of insiders personally benefit from violating SEC disclosure requirements. Evidence also suggests that blockholders provide governance for violations. Guilty insiders experience a reduction in board seats and an increased likelihood of turnover.

DOI
10.1017/s0022109022000953
Volume
58
Issue
5
Pages
2262-2297
Language
en
Sources
openalex bibtex:phds-export.bib crossref

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