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The Business of Writing - Lundquist College of Business - University ...

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10<br />

faculty research<br />

Steve Matsunaga<br />

aN INSIdEr advaNtagE?<br />

Steve Matsunaga’s research on a little-known insider stock trading transaction has<br />

garnered attention from the media and investors.<br />

consider this: you hold substantial stock in a company on which you are a board<br />

member. <strong>The</strong> stock has performed exceptionally well in the past year—so well that it has<br />

thrown your investment portfolio out <strong>of</strong> whack. Thus, instead <strong>of</strong> having 20 percent <strong>of</strong> your<br />

portfolio invested in that stock, you now have 40 percent. If you were a lay investor, you<br />

could easily re-balance your investments so not all your eggs were in one proverbial basket.<br />

But as a company <strong>of</strong>ficer, you are considered a stock trading insider, which severely limits<br />

your ability to sell a large number <strong>of</strong> shares quickly in order to diversify your investments.<br />

That’s a dilemma all inside traders face due to restrictions and regulations.<br />

<strong>The</strong>re is an alternative, however, known as prepaid variable forwards (PVFs). PVFs,<br />

according to a New York Times reporter, are like “pawnshop deals for the fabulously<br />

wealthy.” <strong>The</strong>y are complex contracts that allow insiders to effectively divest a large<br />

portion <strong>of</strong> their holdings through a single transaction. In fact, the average PVF transaction<br />

is $22 million.<br />

To better understand these transactions and analyze their impacts, Associate Pr<strong>of</strong>essor <strong>of</strong><br />

Accounting Steve Matsunaga recently published an article (with Alan D. Jagolinzer and P.<br />

Eric Yeung) in the December 2007 Journal <strong>of</strong> Accounting Research titled “An Analysis <strong>of</strong><br />

Insiders’ Use <strong>of</strong> Prepaid Variable Forward Transactions.” That paper has garnered attention<br />

from <strong>Business</strong>Week and other media outlets because it addresses the question <strong>of</strong> whether<br />

insiders are able to time these “<strong>of</strong>f-market” PVF transactions to coincide with anticipated<br />

firm performance.<br />

Specifically, Matsunaga et al.’s paper analyzes 203 PVF contracts initiated between<br />

August 8, 1996, and June 30, 2004, and made public through filings with the Securities<br />

and Exchange Commission. That analysis uncovered, according to <strong>The</strong> Wall Street<br />

Journal article referring to the research, that corporate insiders tend to execute PVFs<br />

after a stock has performed exceptionally well, but before the stock’s growth has<br />

declined. Thus, PVF contracts may be used as indicators reflecting information regarding<br />

anticipated firm performance.<br />

That is why the paper recommends further academic inquiry on the subject as well as on<br />

how PVFs relate to other insider <strong>of</strong>f-market transactions. It is also why Matsunaga shares<br />

knowledge he gained while conducting the research with students in the classroom. <strong>The</strong> PVF,<br />

he said, “is a great teaching example for talking about the structure <strong>of</strong> security transactions<br />

and how risk, tax, and information considerations intersect in those financial transactions.”

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