Determinantes da governança corporativa que mitigam os indícios do insider trading oportunista

Abstract

The losses caused by occurrences of opportunistic insider trading are detrimental to investors who lack access to privileged information, increasing the risk related to their investment, as well as being harmful to the firm. In this regard, it is necessary to mitigate these opportunistic behaviors through effective and active corporate governance. Therefore, this research aims to analyze the determinants of corporate governance that mitigate indications of opportunistic insider trading in light of the assumptions of informational asymmetry and opportunistic behavior. To achieve this, the study's sample population consisted of all firms listed on [B]3, between the continuous periods of 2010 to 2021, totaling a 12-year period. Through the analysis of unbalanced panel data with fixed effects, it was found that stricter monitoring, demonstrated by an increased presence of women on the Board of Directors, the existence of an Audit Committee, and a more robust Supervisory Board, along with greater transparency in firms' information disclosure through analysts, have the ability to reduce indications of opportunistic insider trading. Additionally, the results indicated that, in addition to strengthening monitoring and transparency to mitigate informational asymmetry and opportunism, insiders also demonstrate concern. Variables reflecting this concern, such as a good reputation (REPB), measured by ESG scores, and media attention, represented by firm size, showed a negative relationship with indications of opportunistic insider trading. This finding aligns with the literature suggesting that behavior, through valuing reputation, can function as an informal mechanism against opportunism. On the other hand, variables indicating signs of opportunism within firms revealed a positive relationship with indications of opportunistic insider trading. Furthermore, high volatility can indicate transactions based on undisclosed information. Thus, the research hypothesis was confirmed, and the results are consistent with previous studies. In the overall context, the findings of this study provide relevant contributions to the literature and the market. In addition to emphasizing the importance of increased monitoring and transparency to mitigate indications of opportunistic insider trading, this research innovates by showing that informal enforcement mechanisms, such as pressuring insiders to adopt ethical conduct to avoid negative impacts on the market and society, can also reduce these indications. Therefore, considering the significance of the Brazilian stock market in Latin America and its distinct characteristics, this thesis contributes by incorporating the behavioral perspective of insiders and highlighting which aspects of corporate governance can mitigate motivation for engaging in privileged information negotiations.