Trading Ahead of Barbarians' Arrival at the Gate: Insider Trading on Non-Inside Information
Abstract
This paper formalizes a novel form of corporate insider trading based on non-insiderinformation. In our model, insiders make trading decisions in anticipation of activist
intervention. Because insiders have access to private information about firm fundamentals,
they can better separate activism-motivated trades from those by speculators based on
signals about firm fundamentals. We validate this prediction empirically by showing that
when activists (privately) accumulate shares ahead of Schedule 13D filings, insiders are
less likely to sell shares and are more likely to buy shares. Consistently with the proposed
mechanism, insiders respond to activist trading more decisively precisely when there is
an absence of positive news about the firm’s fundamentals—so that insiders are able
to attribute high buy order flow to activist interest instead of speculation on positive
fundamentals.