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Mark Cuban charged with insider trading

The breaking news is that the SEC is charging Mark Cuban, the owner of the Dallas Mavericks, with insider trading related to sales of shares in Mamma.com, Inc., now Copernic, Inc. (NASDAQ: CNIC). The entrepreneur billionaire allegedly dumped 600,000 shares in the Internet search engine company when he found out it was raising money by selling shares in a private offering. This information was not publicly known.

The SEC filed its complaint in the U.S. District Court for the Northern District of Texas, saying that in June, 2004, Cuban was invited to participate in the stock offering after he agreed to keep the information confidential. Knowing the offering would be conducted at a discount, Cuban then sold his entire 6% ownership within a few hours after he learned about it. When the financing was announced the next day, the company's shares dropped more than 10% due to dilution concerns. Cuban thus avoided more than $750,000 in losses.

If these allegations are true, this is a classic case of insider trading. The public had no way of knowing the stock price would drop, while Cuban and other insiders did. The SEC release didn't mention what other insiders did, but it seems, for now at least, that only Cuban acted on the information.

I've had about all the news of corruption I can take. Of course, I don't mean to sound accusatory, or find Mark Cuban guilty before he has been properly tried, but it's just the timing of it. When the world is swirling into a global recession based on greed, and probably at least a little bit of corruption, these news items are definitely ones I can do without.

What to make of related-party transactions

Ever since the special partnerships that former Enron CFO Andy Fastow set up to inflate the company's earnings, related-party transactions have been a source of considerable interest and controversy.

St. Louis Dispatch reporter Tim Logan recently took a look at the myriad disclosures of related-party transactions at embattled multi-level marketer YTB International (OTC BB: YTBLA), which I wrote about here.

Here's a quick sampling of the related-party deals at YTB, all of which are disclosed in the company's SEC filings: The company has hired another company, owned by the three of YTB founders, to build a 130 foot tall styrofoam replica of the Statue of Liberty. Executives have also sold a plane, marketing materials and convention-planning services to the company. This is not illegal -- it's all disclosed and the independent members of the company's board of directors approved the deals.

What should investors make of it? YTB is a small company and appears to be an uncommonly egregious example of self-dealing, but the fact is that you probably have many companies in your portfolio that have disclosed related-party transactions. Here are two tips for evaluating them and deciding whether they should be of concern:

Continue reading What to make of related-party transactions

What the Oscar Pistorius story teaches us about investing

In my day job as an analyst, I hear time and time again the conspiracy theorists, claiming that "the big guys" are out to get us, making it impossible to make money in the market. While insider buying is a good divining stick when analyzing companies, the idea that the institutions and insiders are just sitting, crouching in waiting, to sucker us into making investments decisions just to swipe our money is ludicrous.

While there are certainly cases of misdeed or asymmetrical information, this is not the case. Playing fields are generally level for all parties. That's what the SEC, FINRA and many governing bodies are there for -- to protect investors.

So, I find it interesting to read, on a couple of accounts, about Oscar Pistorius, the double amputee sprinter making a go at qualifying for the 2008 Olympics in China. The NY Times ran a story today that cites that the amazing sprinter may hold an unfair advantage with his prosthetics and may subsequently be disallowed to compete.

Continue reading What the Oscar Pistorius story teaches us about investing

Insiders stock up on retail stocks -- the ultimate clearance?

With numerous retail stocks hitting multi-year lows and daily headlines about weak consumer spending, something is interesting is happening: The people who should know the most about these companies, the insiders, are buying their own stock at an unprecedented clip, reports Bloomberg.

Executives at Limited Brands (NYSE: LTD) and Dillards (NYSE: DDS) have been scooping up their own beaten-down stock. Executives at Foot Locker (NYSE: FL) and Chico's (NYSE: CHS) have also been significant buyers.

Is this a bullish signal? Perhaps. After all, it's been said that while CEOs sell their shares for all kinds of reasons, they only buy stock for one reason: they think it's going up. That's a pretty good maxim, but it can lead you astray in some cases.

Continue reading Insiders stock up on retail stocks -- the ultimate clearance?

Coach (COH) executives disclose reasons behind insider sales

Coach, Inc. (NYSE: COH) has taken investors' calls for greater disclosure to heart. While all public companies are required to file form 4's with the SEC after an officer or director makes a transaction involving the company's stock, Coach has gone a step further: their officers will tell you why they sold.

According to The Wall Street Journal, "In recent disclosures, Coach Chairman and Chief Executive Lew Frankfort told investors that he was holding on to shares because of his confidence in the company's future. Reed Krakoff, the company's executive creative director, reported that he was selling millions of dollars' worth of Coach stock to fund restorations to two of his homes."

The disclosures at Coach have generally cited real estate purchases as the rationale behind sales. While the company's transparency is admirable, and something I wish more companies would do, I doubt it really does much good: Since executives are always going to do something with the money from stock sales, they can just list that as a reason.

If the SEC ever does require that companies explain the motivation behind sales, I expect we'll see a lot of "CEO ... sold $124 million worth of stock to fund his retirement and diversify his portfolio" or "CFO ... sold $11.4 billion to fund his son's education at a private kindergarten".

I somehow doubt we will ever see any company, including Coach, issue a Form 4 saying that "CEO... has sold substantially all of his stock because he believes that the company has very poor prospects, and overvalued stock, and significant accounting irregularities".

Are insiders using buybacks as a dumping opportunity?

A piece on FinancialWeek.com looks at an interesting conflict of interest: Companies buying back their own stock while insiders dump their own shares. It looks really bad:

...according to a Financial Week analysis of the 50 largest buybacks, at several of these companies, chief executives sold sizable chunks of stock while the buybacks were ongoing. What's more, the size of those sales exceeded, and in most cases dwarfed, their stock sales in the 12 months before the buybacks were announced.

Because share buybacks prop up the price of a stock, the effect is that these executives may be using shareholders' money to increase the price they can get for their own shares, as they dump them into the buyback. In addition, the analysis found that companies where insiders receive bonuses related to earnings per share targets are more likely to engage in aggressive buybacks. reducing the number of shares increases EPS.

Here's what Warren Buffett once wrote about buybacks:

"Now, repurchases are all the rage, but are all too often made for an unstated and, in our view, ignoble reason, to pump up or support the stock price. The shareholder who chooses to sell today, of course, is benefited by any buyer, whatever his origin or motives. But the continuing shareholder is penalized by repurchases above intrinsic value. Buying dollar bills for $1.10 is not good business for those who stick around."

This all looks very fishy, and could, and probably should, emerge as the next major corporate governance scandal.

Book Review: 'Adam Smith's' The Money Game

One of the best ways to find exotic, interesting investing books is to go to your local used bookstore. There, you will most likely find stacks of dusty, outdated books about investing that are long out-of-print, and no one cares. Once in awhile you will stumble on a true classic. On a recent trip to a local store, I wandered around for about 45 minutes, and then presented a dusty, paperback copy of 'Adam Smith's' book The Money Game to the owner. He was getting ready to close, and I think felt bad for me, because he just waved at me and let me have the book for free.

Before you groan and move on to the next thing: "I don't want to read a book by Adam Smith." Relax. This is not the real Adam Smith. 'Adam Smith' was a pen-name employed by George J.W. Goodman, a Wall Street money manager who did not want to be known for his expose of Wall Street.

The book was originally published in 1967, but is still one of the most entertaining reads on the market you will find. The chapter where he explains how cavemen invented technical analysis is priceless. With headlines like "The Broker as Witch-Doctor" and "What the Hell is a Random Walk," this is my all-time favorite Wall Street insider story. Read it along with Reminiscences of a Stock Operator.

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DJIA+44.2910,291.26
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S&P 500+5.501,098.51

Last updated: November 12, 2009: 08:16 AM

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