Corporate governance and insider trading

Abstract

I investigate the relation between corporate governance and insider trading by corporate executives. Despite the general view that trade on non-public information adversely affects capital market participants, the impact of corporate governance on such trading remains relatively unexplored in prior research. I propose an empirical measure that relies on a predicted pattern in stock returns to identify transactions that are more likely to be based on private information and provide evidence to validate the construct. Using this measure, I find that good corporate governance, identified through board and ownership characteristics that have been linked to more effective monitoring of management in prior research, is negatively related to opportunistic insider trading. In supplementary analysis, I provide evidence on the robustness of this relation to an alternative hypothesis and to potential endogeneity. Overall, I conclude that good corporate governance helps to attenuate opportunistic insider trading.