Does Litigation Risk Deter Insider Trading? Evidence from Universal Demand Laws

Abstract

We exploit US states’ staggered adoption of Universal Demand (UD) laws to study how the risk of shareholder lawsuits affects opportunistic insider trading. UD laws, which make it harder for shareholders to bring derivative lawsuits against directors and officers (see, e.g., Houston, Lin and Xie 2018; and Appel 2019), lead to significantly more profitable insider trades, especially sales. This effect is greater in firms with higher information asymmetry, lower institutional monitoring and smaller firms, and comes from more opportunistic and riskier timing of trades. Our findings suggest that a decrease in litigation threat emboldens insiders to trade more opportunistically.

Keywords: Shareholder Lawsuits, Derivative Lawsuits, Universal Demand Laws, Litigation Risk, Insider Trading, Abnormal Returns, Difference-in-differences

JEL Classification: G14, G38, K22