Insider trading in CVM sanctioning processes: Can compliance and conference calls reduce the problem?Abstract
Objective: This study aims to analyze the relationship between insider trading and institutional and informational determinants of companies, with emphasis on compliance activities and conference calls. Originality/value: The work contributes to the field of corporate governance by empirically examining how elements such as compliance and transparency practices affect defense standards, penalties, and types of insiders identified in Securities Commission (Comissão de Valores Mobiliá-rios [CVM]) sanctioning processes. The research is relevant given the growth of the Brazilian stock market and increasing participation of individual investors, reinforcing the importance of informational integrity. Design/methodology/approach: The research is descriptive and quantitative, with an analysis of 48 insider trading sanctioning processes judged by the CVM between 2010 and 2022. Dummy variables and statistical tests (proportion and difference of means) were used to compare groups with and without conference calls, as well as with high or low compliance index (CI).
Results: The results indicate significant differences in defense strategies and types of insiders between the groups analyzed. Companies with conference calls had a lower incidence of allegations of manipulation and greater use of defenses associated with the absence of privileged information. Companies with a higher CI demonstrated more qualified defenses, such as legitimate trust and collegiality. Contribution/implication: The study reinforces the importance of com-pliance and transparency policies as preventive mechanisms for insider trading, promoting more ethical corporate environments aligned with the sustainable development goals (SDGs), especially regarding peace, justice, and effective institutions (SDG 16).
Keywords:
capital markets; insider trading; corporate governance; compliance; conference calls
Resumo
Objetivo: Este estudo visa a analisar a relação entre insider trading e os de-- terminantes institucionais e informacionais das empresas, com ênfase na atuação da compliance e na realização de audioconferências. Originalidade/valor: O trabalho contribui ao campo da governança corporativa ao examinar empiricamente como elementos como compliance e práticas de transparência afetam os padrões de defesa, penalidades e tipos de insider identificados em processos sancionadores da Comissão de Valores Mobiliários (CVM). A pesquisa é relevante diante do crescimento do mercado acionário brasileiro e da crescente participação de investidores pessoa física, reforçando a importância da integridade informacional. Design/metodologia/abordagem: A pesquisa é descritiva e quantitativa, com análise de 48 processos sancionadores de insider trading julgados pela CVM entre 2010 e 2022. Foram utilizadas variáveis dummy e testes estatísticos (proporção e diferença de médias) para comparar grupos com e sem audioconferência, bem como com alto ou baixo índice de compliance (IC).
Resultados: Os resultados indicam diferenças significativas nas estratégias de defesa e nos tipos de insider entre os grupos analisados. Empresas com audioconferência apresentaram menor incidência de alegações por manipulação e maior uso de defesas associadas à ausência de informação privilegiada. Já empresas com maior IC demonstraram defesas mais qualificadas, como confiança legítima e colegialidade. Contribuição/implicação: O estudo reforça a importância de políticas de compliance e transparência como mecanismos preventivos ao insider trading, promovendo ambientes corporativos mais éticos e alinhados aos objetivos de desenvolvimento sustentável (sustainable development goals [SDGs]), especialmente no que se refere à paz, à justiça e a instituições eficazes (SDG 16).
Palavras-chave:
mercado de capitais; insider trading; governança corporativa; compliance; audioconferências
INTRODUCTION
The capital market plays a crucial role in the economy, providing the necessary resources for companies of all sizes to finance their investments (Ambrósio & Finkelsztain, 2018). The efficient mobilization and allocation of savings in this environment generate benefits such as reduced capital costs, greater availability of resources, increased liquidity, and attractive rates of return. These factors not only boost projects, stimulate production, and create jobs, but also contribute to economic growth, in line with the sustainable development goals (SDGs), by fostering decent work (SDG 8) and promoting inclusive economic development.
However, capital markets face challenges, among them, the problem of insider trading, which involves individuals with privileged access to relevant information about companies, enabling them to make advantageous decisions before such information is made public (Batten et al., 2021). This practice can result in abnormal and unfair gains (Biggerstaff et al., 2020), distorting market efficiency (Shabestari et al., 2021; Firth, 1977) and creating information asymmetry, further favoring this behavior (Frankel & Li, 2004). Such practice violates principles of justice, transparency, and equal opportunities, contrary to governance and ethical guidelines supported by SDGs, especially SDG 16.
In the United States, the prohibition of insider trading dates back to the Securities Exchange Act of 1934, a regulatory milestone that established modern foundations for fighting information asymmetry. In Brazil, although the repression to the misuse of privileged information did not happen so early, legal provisions applicable to the practice were already in place since the 1970s, such as articles 155 and 157 of the corporate law No. 6,404/76 (Brasil, 1976b) and articles 9 and 11 of the capital markets law No. 6,385/76 (Brasil, 1976a).
Nevertheless, the country still does not have a specific criminal offense for insider trading, requiring administrative and judicial authorities to resort to principle-based and integrative interpretations of the legal system in order to apply sanctions. This legislation gap contributes to a less predictable regulatory environment, compromising effectiveness and institutional trust, essential pillars of SDG 16, which proposes effective, accountable, and transparent institutions (Pinto, 2023).
In Brazil, Joesley’s Day, on May 17, 2017, had a strong impact on the financial market, involving Joesley Batista (Feibert, 2022), accused of insider trading after disclosing a conversation with former president Michel Temer (Silva et al., 2019). The episode led to a political crisis, a drop in the Ibovespa index, and a dollar rise. More recently, the billion-dollar fraud at Americanas caused a major market devaluation.
The Securities Commission (Comissão de Valores Mobiliários [CVM]) has initiated disciplinary proceedings against Americanas on suspicion of insider trading and accounting inconsistencies, under process No. 19957,009219/ 2019-11. The severity of the case reveals governance failures and investors’ vulnerability to information asymmetries, highlighting the urgency of effective regulatory mechanisms, in line with SDG 16, to ensure ethics, integrity, and market trust (CVM, 2024).
Compliance is essential to prevent insider trading and fostering transparency and equal access to information (Castro, 2021). Measures such as confidentiality clauses, internal controls, and integrity agreements reduce risks and foster an ethical environment (Gomes & Limeira, 2022). According to SDG 16, practices aligned with social and ethical responsibility strengthen organizational integrity and sustainable governance (Puaschunder, 2015).
Conference calls have emerged as an important communication tool, widely adopted by companies to disclose relevant information to investors and analysts. Although some studies suggest that managers may exploit price discrepancies after conference calls to gain advantages in insider trading (Brockman et al., 2017), others, such as Brown et al.’s (2003), indicate that holding these conference calls on a regular basis can gradually reduce information asymmetry. The transparent and accessible use of these channel also strengthens information democratization and commitments to sustainable corporate governance (SDGs 9 and 16).
This study analyzes the relationship between the level of compliance, use of conference calls, and occurrence of insider trading, also considering defense strategies used by companies and penalties applied. We sought to assess whether institutional practices of transparency and governance influence firms’ behavior in view of regulatory charges. This analysis is timely, given conflicting evidence in the literature, which points both to the opportunistic use of conference calls and their role in reducing information asymmetry (Brockman et al., 2017). By integrating institutional and informational factors, the study contributes to advancing knowledge on corporate governance, providing inputs for the formulation of more effective regulatory policies aligned with the principles of SDG 16, whose objective is to make institutions effective, accountable, and transparent.
THEORETICAL BACKGROUND
Insider trading
According to CVM Resolution No. 358/02, relevant information not disclosed to the public is considered privileged. Its use by people connected to the company generates an undue advantage over other investors, featuring insider trading, an illegal practice that undermines market efficiency (Smaniotto & Furlaneto, 2022).
Firth (1977) observed that an efficient market assumes that stock prices fully reflect available information. Under ideal liquidity conditions, new information is incorporated almost instantly. However, the use of exclusive information by certain agents breaks with this logic, compromising the equal dissemination of knowledge and affecting variables such as volatility and investor trust (Müssnich, 2015).
Excessive price volatility resulting from this practice is a key concern in markets, given its influence on stability and economic agents’ behavior. Chiang et al. (2017) indicate that the use of non-public data contributes to increased volatility, even after controlling for macroeconomic variables and reinforcing this perception by identifying a correlation between insider trading based on confidential information and substantial changes in stock returns’ variance.
In addition, the perception of injustice caused by these operations decreases the attractiveness of the capital market, discouraging participation, especially by smaller investors (Sun, 2024). This scenario shows how practices that violate the principles of equity and symmetrical access to knowledge compromise the development of a more inclusive financial environment - an essential element of SDG 16, which focuses on responsible economic governance (Puaschunder, 2015).
The impact of information misuse goes beyond individual losses, affecting the institutional dynamics of the market. Therefore, it is essential to adopt measures for reducing asymmetry, such as strengthening corporate integrity policies and using communication technologies. As mentioned by Ferraz and Otman (2021), even increasing administrative sanctions, this practice persists, revealing weaknesses in the disincentive system. Between 2000 and 2013, CVM ruled on 39 cases on the subject, imposing more than BRL 51 million in fines - of which BRL 22 million in a single case involving Credit Suisse International (Farias et al., 2015). Despite these efforts, the repetition of this conduct strengthens the need to improve enforcement mechanisms.
In this scenario, the implementation of compliance policies supported by digital solutions is an effective strategy for monitoring internal conduct, disseminating guidelines, and increasing transparency. Tools such as collaborative systems, electronic reporting channels, and institutional communication platforms favor regulatory alignment and prevent irregularities. Conference calls, for example, coordinated by senior management, are strategic spaces for disseminating relevant data to investors. Tsao et al. (2018) highlight their crucial role, especially in environments with low shareholder protection and little formal information.
For Brown et al. (2003), companies that adopt such practices tend to experience less information asymmetry and lower capital costs. Brockman et al. (2017) observed insiders’ buying and selling patterns, based on the emotional tone of speech during these events. Mayew and Venkatachalam (2012) and Qin and Yang (2019) show that vocal aspects of executives can reveal performance expectations and strategic foundations, providing the market with valuable qualitative and quantitative data.
Sawhney et al. (2020) reinforce this perspective, arguing that earnings calls are effective tools for predicting risk and volatility. In short, the systematization of these practices represents a step toward a more accessible and transparent market, in line with SDG 9, which promotes innovation and resilient infrastructure (Dote-Pardo & Severino-González, 2025).
Determinants of insider trading
The identification and analysis of potential determinants are essential to deepen our understanding of insider trading. By identifying the key factors that influence it, we can observe the underlying mechanisms and potential prevention strategies. Understanding its determinants not only enables formulating more effective and informed policies, but also highlights knowledge gaps that deserve further investigation.
Some studies extend our understanding on the determinants of insider trading, pointing not only to informational factors, but also to strategic and behavioral costs. Brockman et al. (2017) show that managers can manipulate the tone of conference calls to influence market perceptions and, later, trade stocks contrarily to that suggestion, seeking private gains. In addition, Choi et al. (2025) show that proprietary costs, associated with the possibility of revealing strategic information to competitors, can discourage trading by insiders, even if there are potential financial gains. These perspectives support the traditional view that insider trading stems primarily from information asymmetry.
Compliance
Compliance refers to a set of internal processes and controls adopted by organizations to ensure accordance with laws, regulations, and ethical standards. It includes identifying and reducing risks, as well as applying corrective measures, when necessary (Bertoccelli, 2021, p. 39-51). In addition, it fosters integrity and transparency practices, contributing to preventing irregularities in the corporate environment.
Its interface with corporate governance is significant, as both structures aim to improve organizational management by addressing challenges, such as conflicts of interest and agency problems. In the financial market, regulatory compliance is directly related to the protection of sensitive information and is relevant for fighting insider trading. The integrity of information disclosed by market agents reduces information asymmetry, limiting the privileged access of some participants (Castro, 2021).
Therefore, compliance mechanisms add to a more transparent trading environment, by monitoring and restricting the misuse of confidential information, especially by individuals with early access to relevant data. In addition, regulatory agencies play a key role in this dynamic, being responsible for inspection, investigation, and enforcement of penalties for identified violations. Cooperation between companies and authorities, such as the Central Bank of Brazil (Banco Central do Brasil [BCB]), enables anticipating risks and adopting corrective measures timely, contributing to the stability of the financial system (BCB, 2025).
In Brazil, the legal basis for integrity programs is the anti-corruption law - law No. 12,846/2013 - (Brasil, 2013), regulated by decree No. 8,420/2015 (Brasil, 2015). This legislation establishes guidelines for preventing, detecting, and fixing acts that are harmful to public administration. Furthermore, sectoral standards and international treaties, such as the United States’ Foreign Corrupt Practices Act (FCPA), complement the regulatory framework for Brazilian organizations.
Besides reducing legal and financial risks, compliance helps preserve institutional image. According to Moreira (2018), by implementing internal audits, rules of conduct, and reporting channels, companies show their commitment to legality and ethical culture. Although it requires investment in resources and training, these efforts result in greater institutional reliability and longer-lasting business partnerships.
Strengthening this culture of compliance also has a positive impact on institutional structures. The adoption of consistent compliance practices, especially in the financial sector, strengthens SDG 16, by encouraging transparency, regulatory predictability, and fairer business environments (Puaschunder, 2015; Dote-Pardo & Severino-González, 2025).
However, the mere existence of an integrity program does not guarantee effectiveness in preventing irregularities (Vasconcelos & Soares, 2022). Its instruments must work in a coordinated way in order to achieve effective results.
Conference calls
Conference calls are a technological solution that enables communication between individuals located in different places. It allows a specific group of participants to interact in specific sessions, using audio to exchange information through messages (Mazur & Bentes, 2006). In the capital market, conference calls are events conducted by companies’ senior management for analysts and investors, in which financial results and projections are disclosed, and interaction occurs through questions and answers (Tsao et al., 2018).
In this scenario, it is essential to emphasize conference calls as an influential tool in investors’ reactions, information interpretation, and even insider trading decisions. Barron et al. (2021) showed a significant increase in the size and frequency of trading volume after earnings announcements. Brockman et al. (2017) observed that, after earnings conference calls, managers tend to trade in the opposite direction to what was suggested, exploiting their advantage over less informed investors.
However, conference calls provide an environment in which information is shared, allowing participants to assess not only the financial risks and the company’s future prospects (Qin & Yang, 2019) but also contribute to improving transparency and communication with market participants, as shown by Brown et al. (2003). Conversely, companies that hold occasional conference calls did not experience a significant decrease in information asymmetry.
CVM and regulation in Brazil
CVM, created by law No. 6,385/1976 (Brasil, 1976a), is an autonomous agency linked to the Ministry of Finance, responsible for regulating and inspecting the securities market. Its functions include protecting investors, applying sanctions, and supervising financial operations, acting on financial institutions, listed companies, and investors (Carrete & Tavares, 2019).
The first legal provision in Brazil to address insider trading was article 3, item X, of law No. 4,728/1965, at a time when CVM did not exist:
The Central Bank is responsible for: [...] X - supervising the use of information not disclosed to the public, for personal gain or for the benefit of third parties, by shareholders or people who, given their positions, have access to such information.
Only in 2001 did law No. 10,303 include article 27-D in law No. 6,404/ 1976, classifying the misuse of privileged information as a crime punishable by the Penal Code. The doctrine defines an insider as anyone who, due to their position, has access to information capable of influencing the price of securities, including managers, members of statutory bodies, the Fiscal Council, subordinates, trusted third parties, and controlling shareholders (articles 145, 160, 165, and 22, V).
According to Müssnich (2015), in studies on article 155 of law No. 6,404/1976, three elements are necessary to characterize insider trading:
(i) non-public privileged information; (ii) access to that information; and (iii) intention to trade based on it. The penalty, if misuse is proven, is provided for in article 11 of law No. 6,385/1976: warning, fine, or temporary disqualification, among others.
CVM’s regulatory action, by adopting stricter rules aligned with international best practices, represents progress in Brazil’s institutional structure, in line with SDG 16, whose focus is promoting effective and transparent institutions for resilient markets. International experiences reinforce this view. Alqurayn et al. (2024) showed that reforms in the Saudi market reduced the potential for insider trading, although challenges for enforcement persist.
Kacperczyk and Pagnotta (2024) indicate that increased legal risk reduces the aggressiveness of insider trading, strengthening market integrity, although it may affect information on prices. In addition, Chen et al. (2019) show that specific regulations on executive compensation plans also play an important role in reducing opportunistic behavior. The government has poli-cies broadly conducive to foreign direct investment, and regulatory reforms have increased investor confidence, contributing to Vietnam’s attractiveness as an investment destination (U.S. Department of State, 2023).
METHODOLOGICAL PROCEDURES
This section presents the procedures adopted to analyze the relationship between the selected variables and insider trading in order to assess whether these variables affect the occurrence of this practice. The choice of these variables is also aligned with the growing international demand for control and transparency mechanisms in the financial market, strengthening the role of applied research in fostering more effective and responsible institutions, according to the principles of SDG 16 (Puaschunder, 2015; Dote-Pardo & Severino-González, 2025).
Data source and collection
The sample consisted of 48 sanctioning proceedings for insider trading, judged by the CVM, between 2010 and 2022. Data were obtained from public documents available on the CVM website and additional financial information from the companies on the COMDINHEIRO portal and organizations’ official websites.
Building variables
The independent variables and dependent variable considered in the study cover financial aspects (such as total assets, indebtedness, and return on equity [ROE]), institutional characteristics (such as the use of conference calls and the company’s listing segment), and factors related to regulatory compliance. The main dependent variable, referring to the occurrence of insider trading, is represented by a dichotomous (dummy) variable, with a value of 1 assigned to companies involved in sanctioning proceedings and 0 to those with no records of this type of violation.
The compliance index (CI) is based on an adaptation of the metric proposed by Melo (2019), incorporating seven binary indicators that reflect the presence of formal corporate integrity mechanisms. The total score ranges from zero to seven points, indicating the degree of disclosure of anti-corruption practices by organizations. Chart 1 summarizes the variables analyzed, which serve as a basis for assessing the relationship between explanatory factors and incidence of insider trading.
This study applied specific criteria for the selection of insider trading sanctioning proceedings, considering aspects related to compliance and use of conference calls.
The following constructs were investigated: insider trading and compliance. Each construct was built and measured appropriately. Insider trading was measured by using a dummy variable, assigning a value of 1 to companies that faced disciplinary proceedings, and 0 to those that did not. With regard to compliance, we calculated the compliance practices disclosure index, considering aspects such as management support, code of conduct, communication, training, due diligence, internal audits, and reporting channels, as presented in Chart 2.
Building and using the CI, in addition to operationalizing the governance variable, also represent an effort to empirically measure institutional practices that contribute to market integrity and the fight against financial crimes - core goals of the United Nations (UN) 2030 agenda, especially SDG 16, which encourages transparency, ethics, and institutional strengthening (Dote-Pardo & Severino-González, 2025).
The parameters were analyzed according to a related metric proposed by Melo (2019), based on Assi (2018). This metric was adapted to the scope of this study, focusing on the analysis of insider trading determinants, that is, the factors preceding the manifestation of this illegal practice. Thus, the analysis emphasizes the elements prior to insider trading, rather than subsequent aspects. The resulting index assigns binary values (0 or 1) to each component, indicating the presence or absence of information. The final score, ranging from zero to seven points, reflects the degree of disclosure of compliance practices. Regarding the governance construct, the assessment considered the level of organizations’ corporate governance.
Data analysis techniques
The purpose of this study was to investigate the various characteristics of insider trading processes, comparing them between companies that use and do not use conference calls, and companies with high and low scores on the CI. Initially, descriptive analyses were conducted to summarize the collected data. For comparisons between groups, we carried out tests of dif-ferences in proportions, using the Z test. The comparisons covered the types of insider, types of defense used by companies, and types of penalties.
In addition, the difference of means test was used for quantitative varia-bles, considering the conference calls as the base variable, and later conside-ring compliance index. These analyses increase the understanding of the relationship between the selected determinants and the insider trading phenomenon, providing relevant insights to the research and the deepening the understanding of the underlying dynamics in this specific context.
By employing metrics for evaluating compliance, communication, and governance practices, this methodology contributes, although indirectly, to international indicators of institutional integrity. This approach is aligned with the principles of SDG 16, which foster the strengthening of anti-corruption mechanisms and adoption of responsible corporate practices (Dote-Pardo & Severino-González, 2025). Statistical analyses were based on the procedures described by Fávero and Belfiore (2017), specifically regarding hypothesis testing for comparing means, using Microsoft Excel to organize data and make calculations, appropriate for the adopted descriptive-compara-tive design.
RESULT ANALYSIS AND DISCUSSION
Descriptive statistics
Descriptive statistics are essential for understanding data, providing a clear view of their key features. In this study, it gave us an overview of the companies analyzed in Table 1, through a comprehensive outlook of the distinctive characteristics of the selected ones. The duration of the proceedings is fully documented for all 48 firms. The distribution shows that most processes (71%) lasted up to four years. Regarding size, the analysis reveals significant diversity. The majority of the firms (37%) were valued between BRL 1 billion and BRL 5 billion, but no company in the sample was valued between BRL 5 and 10 billion.
Examining the listing segments, New Market is the most represented, including 54.17% of the companies in the sample, followed by Level 2 (18.75%) and Stock Exchange (18.75%). Distribution by sector highlights the significant presence of companies in the oil, gas, and biofuels (27.08%) and cyclical consumption (18.75%) sectors.
These data provide a comprehensive perspective of companies’ profiles, a solid basis for an in-depth analysis and a more detailed understanding of their attributes and distribution, for the parameters considered. The sectoral and governance characterization of firms also enables observing patterns referring to the promotion of sound corporate governance and more transparent markets, in line with the principles of SDG 16, which encourages institutional strengthening and the reduction of corruption, in all its forms (Puaschunder, 2015).
Table 2 presents the results of the proportion tests, divided into two panels: conference calls (AC) and compliance (CI). To separate the groups by CI, we used the median to separate the group with good rules from that with weaker rules. In Panel A, we can see that the defense by absence of privileged information (Def_AusInfPrev) was used by all companies that hold conference calls (100%), while among those that do not use this practice, the percentage was 70.59%. This difference is statistically significant, suggesting that firms that make conference calls resort to this type of defense more often.
Regarding low liquidity (Def_BxLiq), the difference in ratios is also significant, indicating that the presence of conference calls is associated with a lower incidence of defense due to low liquidity, with 7.1% against 29.4% for those without conference calls. Conversely, the defense due to good faith (Def_BoaFe) does not show a significant difference between companies with and without conference calls, while no-defense (Def_SemDef) companies with statistical significance showed a ratio of 28.6% in companies with conference calls and no observations in companies without them.
In panel B, companies with low CI showed a higher rate of defense due to absence of privileged information (Def_AusInfPrev), with 87.9%, and lack of sufficient evidence (Def_FaltaProva), with 78.8%, against 60% and 46.7%, respectively. On the other hand, companies with high CI showed a higher rate in legitimate trust (Def_ConfLeg), with (60%), and in collegiality (Def_Coleg), with 33.3%, against 24.2% and 12.1%, respectively.
The findings reinforce the hypothesis that transparency mechanisms, such as conference calls and more solid compliance practices, have the potential to affect companies’ regulatory behavior, aligning with target 16.5 of SDG 16, which addresses the substantial decrease of corruption and bribery, in all forms (Dote-Pardo & Severino-González, 2025).
Table 3 presents the results of the proportion tests, focusing on the types of insider, distinguishing between companies that have conference calls and those that do not, as well as those with a CI above or below the median.
In panel A, referring to conference calls, the insider type manipulation (IT_Manip) shows a statistically significant difference between companies with and without conference calls, with 0.00% and 26.4%, respectively. Firms that use conference calls tend to have a significantly lower rate of cases related to manipulation as an insider type, compared to those without this communication tool. On the other hand, the insider type misuse (IT_UsoInd) showed no significant difference between the two categories of companies.
In panel B, regarding the CI, the manipulation insider type (IT_Manip) also shows a statistically significant difference between companies with an index above and below the median. Firms with better compliance practices tend to have a higher rate of manipulation-related cases (40%) compared to those with lower indexes (9.0%). As for the misuse insider type (IT_UsoInd), there is no significant difference between companies with an index above or below the median. These results indicate that the presence of conference calls and a higher CI can be associated with different patterns of insider types, with relevant implications for understanding business practices and preventing illicit activities.
This difference in the types of infractions strengthens the importance of organizational and cultural practices focused on information integrity and control, favoring more ethical and reliable business environments - a clear guideline of SDG 16, especially regarding access to justice and promotion of the rule of law in the corporate environment.
Table 4 shows the results of the proportion tests, focusing on decisions and penalties, with a distinction between companies that hold conference calls and those that do not, as well as those with a CI above or below the median.
In panel A, regarding conference calls, only acquittal showed a statistically significant difference, of 35.7%, among companies with this tool, and 67.6% among companies without it.
In panel B, concerning the CI, none of the variables - fines, acquittal, temporary disqualification, and warning - showed statistically significant differences between companies with compliance indexes above and below the median. These results indicate that the presence or absence of conferen-ce calls may influence acquittal, while CI does not seem to be linked to these variables.
These differences highlight the role of communication and institutional practices in dispute handling, reflecting how transparency can influence regu-latory perception. This is in line with SDG 16 proposal, to encourage institutional mechanisms that are more reliable, impartial, and accessible to all.
Table 5 presents the results of the tests of differences in means, focusing on quantitative variables and distinguishing between companies with conference calls and those without this tool, as well as firms with a CI above or below the median. The analyses were done using R software (version 4.3.2), based on statistical procedures, as recommended by Fávero and Belfiore (2017), using specific functions for t tests on independent samples.
In panel A, referring to conference calls, we observed statistically significant differences in some variables. Remarkably, the total assets (AT) variable shows a statistically significant difference between companies with conference calls (3,048.57) and those without them (28,064.25), indicating that the absence of this communication tool is associated with a higher mean value of total assets. In addition, the process duration (Dur_Proc) and opening duration (Dur_Abert) variables also show significant differences, suggesting that companies with conference calls tend to have a shorter mean value in these dimensions, with 2.76 years in process duration and 1.77 years for their opening.
In panel B, concerning CI, we notice statistically significant differences only in total assets. Companies with a CI above the median exhibit significantly different means from companies with an index below the median. The other variables were not significant. The association between shorter proceedings and use of conference calls may indicate that technological mechanisms and clearer governance practices make regulatory procedures faster, which is in line with SDG 9 in terms of building reliable infrastructure and institutional innovation.
The results of this study suggest that transparency practices, such as conference calls, are associated with a lower incidence of charges of manipulation and quicker regulatory processes. This corroborates Brockman et al. (2017) and Deng et al. (2024), who highlight the role of disclosure mechanisms in reducing information asymmetry and streamlining procedures.
In addition, distinct patterns of defenses and acquittals in companies with different levels of compliance are supported by Kacperczyk and Pagnotta (2024) and Chen et al. (2019), who observed that more solid governance structures can reduce opportunistic behavior and align companies to regulatory expectations. These findings are also in line with Alqurayn et al. (2024), who identified positive effects of regulatory reforms in reducing insider trading and strengthening institutions, aspects that reflect SDG 16 principles.
CONCLUSION
The study on insider trading and its determinants showed how companies’ institutional characteristics, especially compliance practices and transparency in communication, influence both the occurrence and response to these violations. The analysis of 48 sanctioning proceedings revealed significant variations in defenses, penalties, and types of charges, depending on the use of conference calls and the level of the CI.
Emblematic cases such as Joesley’s Day or accounting fraud such as the one that happened at Americanas show institutional fragility and highlight the need for clear rules, transparency, and corporate responsibility, in line with the core principles of SDG 16. These events reaffirm the importance of preventive mechanisms, such as compliance, in building an ethical corporate environment. This corroborates Castro (2021), who advocates the use of compliance as a strategic tool for restraining illegal activities, and Gomes and Limeira (2022), who link governance to mitigation of regulatory risks.
Companies that use conference calls were better prepared in defenses regarding the absence of insider information and showed lower incidence of manipulation. This finding is in line with Brown et al. (2003), who observed that conference calls reduce information asymmetry, fostering greater equality in accessing relevant market information.
Discrepancies between companies’ defenses with high and low CI were also remarkable: while the former emphasized legitimate trust and collegiality, the latter focused on lack of evidence and lack of information, reinforcing Assi’s (2018) arguments. The implementation of transparency and internal control systems strengthens institutional integrity and acts preventively against fraudulent practices (Rosidah et al., 2023).
Although penalties were not statistically significant, companies with a higher CI tended to be less punished with temporary disqualifications or fines. This trend confirms Melo (2019), who proposed a metric based on disclosing good anti-corruption practices and suggests that more transparent firms tend to have greater defense capacity and regulatory credibility.
Despite its contributions, this study has some limitations. The sample, restricted to 48 cases, judged by CVM between 2010 and 2022, may not capture all insider trading practices or the most recent emerging patterns. In addition, the variables were based only on public data, which can limit the depth of the analysis on internal governance practices. The operationalization of the CI, although based on previous studies, depends on voluntary disclosure by companies, which may cause selection bias.
For future research, we recommend expanding the sample to other corporate offenses, using longitudinal data, and including interviews with regu-lators or compliance professionals. It would also be relevant to verify whether the patterns remain unchanged in smaller companies or outside the capital market. In short, the study shows that governance, compliance, and transparent communication help prevent insider trading and shape institutional responses, contributing to a more ethical and sustainable market, aligned with the UN’s 2030 agenda.
-
The data underlying the research text are contained in the manuscript.
-
RAM does not have permission from the authors or evaluators to publish this article’s review.
RAM does not have information
about open data regarding this manuscript
ACKNOWLEDGEMENTS
This study was financed in part by the Coordenação de Aperfeiçoamento de Pessoal de Nível Superior (CAPES) - Brazil under finance code 001.
REFERENCES
-
Alqurayn, A., Kulendran, N., & Ihalanayake, R. (2024). An event study of potential insider trading around the Saudi stock exchange regulatory reforms. Journal of Financial Regulation and Compliance, 32(2), 233-251. https://doi.org/10.1080/23322039.2024.2367368
» https://doi.org/10.1080/23322039.2024.2367368 -
Ambrósio, D. M., & Finkelsztain, M. (2018). Mercado de capitais: Aspectos conceituais e funcionais. Revista de Administração Contemporânea, 22(1), 45-58. https://www.anbima.com.br/data/files/0A/D6/9F/C5/D9A956105B26D856A9A80AC2/Relatorio-Agenda-Mercado-de-Capitais-ANBIMA-B3-Digital.pdf
» https://www.anbima.com.br/data/files/0A/D6/9F/C5/D9A956105B26D856A9A80AC2/Relatorio-Agenda-Mercado-de-Capitais-ANBIMA-B3-Digital.pdf - Assi, M. (2018). Compliance: Como implementar Trevisan Editora.
-
Banco Central do Brasil (BCB). (2025). Integrated risk management https://www.bcb.gov.br/en/about/integratedrisk
» https://www.bcb.gov.br/en/about/integratedrisk -
Barron, O. E., Schneible, R. A., Jr., & Stevens, D. E. (2021). The increasing usefulness of annual earnings announcements: An examination of changes in disagreement using analyst forecasts https://ssrn.com/abstract=3841772
» https://ssrn.com/abstract=3841772 -
Batten, J. A., Lončarski, I., & Szilagyi, P. G. (2021). Strategic insider trading in foreign exchange markets. Journal of Corporate Finance, 69, 101818. https://doi.org/10.1016/j.jcorpfin.2020.101818
» https://doi.org/10.1016/j.jcorpfin.2020.101818 - Bertoccelli, R. P. (2021). Compliance. In A. C. Carvalho, T. G. Alvim, R. P. Bertoccelli, & O. Venturini (Coords.), Manual de compliance (2ª ed., pp. 39). Editora Forense.
-
Biggerstaff, L., Cicero, D. C., & Wintoki, M. B. (2020). Insider trading patterns SSRN. https://papers.ssrn.com/abstract=2128127
» https://papers.ssrn.com/abstract=2128127 -
Brasil. (1976a). Lei nº 6.385, de 7 de dezembro de 1976 Presidência da República. http://www.planalto.gov.br/ccivil_03/leis/l6385.htm
» http://www.planalto.gov.br/ccivil_03/leis/l6385.htm -
Brasil. (1976b). Lei nº 6.404, de 15 de dezembro de 1976 Presidência da República. http://www.planalto.gov.br/ccivil_03/leis/l6404consol.htm
» http://www.planalto.gov.br/ccivil_03/leis/l6404consol.htm -
Brasil. (2013). Lei nº 12.846, de 1º de agosto de 2013 Presidência da República. http://www.planalto.gov.br/ccivil_03/_ato2011-2014/2013/lei/l12846.htm
» http://www.planalto.gov.br/ccivil_03/_ato2011-2014/2013/lei/l12846.htm -
Brasil. (2015). Decreto nº 8.420, de 18 de março de 2015 https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/decreto/d8420.htm
» https://www.planalto.gov.br/ccivil_03/_ato2015-2018/2015/decreto/d8420.htm -
Brockman, P., Cicon, J. E., Li, X., & Price, S. M. (2017). Words versus deeds: Evidence from post-call manager trades. Financial Management, 46(4), 965-994. https://doi.org/10.1111/fima.12173
» https://doi.org/10.1111/fima.12173 -
Brockman, P., Khurana, I., & Martin, X. (2017). Words versus deeds: Evidence from post-call manager trades SSRN. https://papers.ssrn.com/abstract=22 00639.
» https://papers.ssrn.com/abstract=22 -
Brown, S., Hillegeist, S. A., & Lo, K. (2003). Conference calls and information asymmetry. Journal of Accounting and Economics, 37(3), 343-366. https://doi.org/10.1016/j.jacceco.2004.02.001
» https://doi.org/10.1016/j.jacceco.2004.02.001 - Carrete, L. S., & Tavares, R. (2019). Mercado financeiro brasileiro Atlas.
-
Castro, A. C. (2021). Insider trading: O uso do compliance como ferramenta de repressão à manipulação do mercado de capitais (Undergraduate final paper, Universidade Presbiteriana Mackenzie). DSpace Repository. https://dspace.mackenzie.br/items/bf6d2c32-2694-444a-8556-b6cf49c1a9d9
» https://dspace.mackenzie.br/items/bf6d2c32-2694-444a-8556-b6cf49c1a9d9 -
Chen, Y., Tian, G. G., & Yao, D. T. (2019). Does regulating executive compensation impact insider trading? Evidence from China. Journal of Corporate Finance, 59, 101505. https://doi.org/10.1016/j.pacfin.2019.05.004
» https://doi.org/10.1016/j.pacfin.2019.05.004 -
Chiang, C.-H., Chung, S. G., & Louis, H. (2017). Insider trading, stock return volatility, and the option market’s pricing of the information content of insider trading. Journal of Banking & Finance, 76, 65-73. https://doi.org/10.1016/j.jbankfin.2016.11.027
» https://doi.org/10.1016/j.jbankfin.2016.11.027 -
Choi, L., Faurel, L., & Hillegeist, S. (2025). Do proprietary costs deter insider trading? Management Science, 71(4), 3185-3215. https://doi.org/10.1287/mnsc.2021.02469
» https://doi.org/10.1287/mnsc.2021.02469 -
Comissão de Valores Mobiliários (CVM). (2024). Processo CVM nº 19957. 009219/2019-11: Relatório do diretor Otto Lobo https://share.google/Dtp9aUglOV0lZfcQD
» https://share.google/Dtp9aUglOV0lZfcQD -
Comissão de Valores Mobiliários. (2024). Relatório de gestão 2024 https://www.gov.br/cvm/pt-br/centrais-de-conteudo/publicacoes/relatorios/relatorio-de-gestao-da-cvm/relatorio-gestao-2024.pdf/view
» https://www.gov.br/cvm/pt-br/centrais-de-conteudo/publicacoes/relatorios/relatorio-de-gestao-da-cvm/relatorio-gestao-2024.pdf/view -
Deng, J., Pan, H., Yan, H., & Yang, L. (2024). Disclosing and cooling-off: An analysis of insider trading rules and Rule 10b5-1 plans. The Accounting Review, 99(2), 375-408. https://dx.doi.org/10.2139/ssrn.4249189
» https://dx.doi.org/10.2139/ssrn.4249189 -
Dote-Pardo, J. S., & Severino-González, P. (2025). Economic and financial crimes: Evidence from the literature in emerging markets. Journal of Money Laundering Control, 28(2), 253-274. https://doi.org/10.1108/JMLC-07-2024-0120
» https://doi.org/10.1108/JMLC-07-2024-0120 -
Farias, R. A. S., Freitas, M. M., & Vicente, E. F. R. (2015). Insider trading: Como a CVM atuou entre 2000 e 2013 para inibir essa prática? REUNA, 20(4), 27-50. http://revistas.una.br/index.php/reuna/article/view/717
» http://revistas.una.br/index.php/reuna/article/view/717 - Fávero, L. P., & Belfiore, P. (2017). Aplicações de estatística multivariada com o SPSS e o AMOS (2nd ed.). Elsevier.
-
Feibert, T. G. (2022). The impact of monetary policy on asset prices: A high-frequency approach for Brazil (Dissertação de Mestrado, Pontifícia Universidade Católica do Rio de Janeiro). https://www.econ.puc-rio.br/pos-graduacao/dissertacoes/dissertacao/?id=100522&tipo=9
» https://www.econ.puc-rio.br/pos-graduacao/dissertacoes/dissertacao/?id=100522&tipo=9 -
Ferraz, D. A., & Otman, S. M. A. M. (2021). Uma análise juseconômica dos desincentivos à prática de insider trading no Brasil. Prisma Jurídico, 20(1), 100-115. https://doi.org/10.5585/prismaj.v20n1.16005
» https://doi.org/10.5585/prismaj.v20n1.16005 - Firth, M. A. (1977). The valuation of shares and the efficient-markets theory Macmillan.
-
Frankel, R., & Li, X. (2004). Characteristics of a firm’s information environment and the information asymmetry between insiders and outsiders. Journal of accounting and economics, 37(2), 229-259. https://doi.org/10.1016/j.jacceco.2003.09.004
» https://doi.org/10.1016/j.jacceco.2003.09.004 -
Gomes, E. P. G. F., & Limeira, A. L. F. (2022). Governança corporativa e compliance: Distinções relevantes sobre um problema comum. Revista Jurídica, 2(69), 476-500. https://revista.unicuritiba.edu.br/index.php/RevJur/article/view/2774
» https://revista.unicuritiba.edu.br/index.php/RevJur/article/view/2774 -
Kacperczyk, M., & Pagnotta, E. S. (2024). Legal risk and insider trading. Journal of Financial Economics, 153(1), 172-196. https://doi.org/10.1111/jofi.13299
» https://doi.org/10.1111/jofi.13299 -
Lei nº 10.303, de 31 de outubro de 2001. (2001, 31 de outubro). Altera e acrescenta dispositivos na Lei nº 6.404, de 15 de dezembro de 1976, que dispõe sobre as sociedades por ações Presidência da República. https://www.planalto.gov.br/ccivil_03/leis/leis_2001/l10303.htm
» https://www.planalto.gov.br/ccivil_03/leis/leis_2001/l10303.htm -
Lei nº 4.728, de 14 de julho de 1965. (1965, 14 de julho). Disciplina o mercado de capitais e estabelece medidas para o seu desenvolvimento. Presidência da República. https://www.planalto.gov.br/ccivil_03/leis/l4728.htm
» https://www.planalto.gov.br/ccivil_03/leis/l4728.htm -
Mayew, W. J., & Venkatachalam, M. (2012). The power of voice: Managerial affective states and future firm performance. The Journal of Finance, 67(1), 1-43. https://doi.org/10.1111/j.1540-6261.2011.01705.x
» https://doi.org/10.1111/j.1540-6261.2011.01705.x -
Mazur, A., & Bentes, R. D. (2006). Audioconferência: Possibilidades e desafios desse cenário para a educação a distância https://www.abed.org.br/hotsite/seminario2006/pdf/tc024.pdf
» https://www.abed.org.br/hotsite/seminario2006/pdf/tc024.pdf -
Melo, M. M. D. de. (2019). Divulgação de práticas de compliance anticorrupção e fases da vantagem competitiva transitória: Um estudo em companhias abertas brasileiras (Doctoral dissertation, Universidade Federal do Rio Grande do Norte). Repositório Institucional UFRN. https://repositorio.ufrn.br/jspui/handle/123456789/27566
» https://repositorio.ufrn.br/jspui/handle/123456789/27566 -
Moreira, E. O. (2018). Compliance no Brasil: Aspectos da responsabilidade fiscal das empresas no combate à corrupção. Revista Jurídica da Escola Superior de Advocacia da OAB-PR, 3(2), 1-33. https://revistajuridica.esa.oabpr.org.br/wp-content/uploads/2018/09/revista_esa_7_14.pdf
» https://revistajuridica.esa.oabpr.org.br/wp-content/uploads/2018/09/revista_esa_7_14.pdf -
Müssnich, F. A. M. (2015). O insider trading no direito brasileiro (Master’s thesis, Fundação Getulio Vargas) FGV Repositório Institucional Acadêmico. https://repositorio.fgv.br/server/api/core/bitstreams/a09b7a5a-ab81-494a-b629-43edd0ee17e5/content
» https://repositorio.fgv.br/server/api/core/bitstreams/a09b7a5a-ab81-494a-b629-43edd0ee17e5/content -
Pinto, N. J., Júnior (2023). Aspectos jurídicos do insider trading: Reflexões sobre as práticas informacionais no mercado de capitais brasileiro Comissão de Valores Mobiliários. https://www.gov.br/cvm
» https://www.gov.br/cvm -
Puaschunder, J. M. (2015). When investors care about politics: A metasynthesis of political divestiture studies on the capital flight from South Africa during Apartheid. Business, Peace and Sustainable Development, 5(1), 29-54. https://dx.doi.org/10.2139/ssrn.2148818
» https://dx.doi.org/10.2139/ssrn.2148818 -
Qin, Y., & Yang, Y. (2019). What you say and how you say it matters: Predicting stock volatility using verbal and vocal cues. In A. Korhonen, D. Traum, & L. Màrquez (Eds.), Proceedings of the 57th Annual Meeting of the Association for Computational Linguistics (pp. 390-401). Association for Computational Linguistics. https://doi.org/10.18653/v1/P19-1038
» https://doi.org/10.18653/v1/P19-1038 -
Rosidah, I., Kesumah, P., & Rizka, R. B. (2023). Transparansi dan Akuntabilitas dalam Pencegahan Fraud di Instansi Pemerintah (Studi Kasus Kantor Kec. Ciwidey). Jurnal Ekonomi Manajemen Bisnis dan Akuntansi, 2(1), 137-156. https://doi.org/10.59820/emba.v2i1.110
» https://doi.org/10.59820/emba.v2i1.110 -
Sawhney, R., Khanna, P., Aggarwal, A., Jain, T., Mathur, P., & Shah, R. (2020). VolTAGE: Volatility forecasting via text audio fusion with graph convolution networks for earnings calls. In B. Webber, T. Cohn, Y. He, & Y. Liu (Eds.), Proceedings of the 2020 Conference on Empirical Methods in Natural Language Processing (EMNLP) (pp. 8001-8013). Association for Computational Linguistics. https://doi.org/10.18653/v1/2020.emnlp-main.643
» https://doi.org/10.18653/v1/2020.emnlp-main.643 -
Shabestari, M. A., Cao, M., & Sarath, B. (2021). Patterns of insider trading: It is not all black and white. Journal of Accounting, Auditing & Finance, 36(4), 695-722. https://doi.org/10.1177/0148558X20963637
» https://doi.org/10.1177/0148558X20963637 -
Silva, V. M., Souza, D. M. S., & Lucena, W. G. L. (2019). Impacto no mercado acionário brasileiro causado pelo caso JBS. Revista de Gestão, Finanças e Contabilidade, 9(2), 96-112. https://doi.org/10.18028/rgfc.v9i2.7028
» https://doi.org/10.18028/rgfc.v9i2.7028 -
Smaniotto, C. C., & Furlaneto Neto, M. (2022). Análise normativa do crime de uso indevido de informação privilegiada (insider trading) no Brasil Research, Society and Development, 11(10), e88111032598. https://doi.org/10.33448/rsd-v11i10.32598
» https://doi.org/10.33448/rsd-v11i10.32598 -
Sun, H. (2024). The ripple effects of financial fraud: Investor trust and risk appetite post-Kangmei Pharmaceutical Transactions on Economics, Business and Management Research, 10, 23-30. https://doi.org/10.54254/2754-1169/10/20242330
» https://doi.org/10.54254/2754-1169/10/20242330 -
Tsao, S. M., Lu, H. T., & Keung, E. C. (2018). Do conference calls facilitate market price discovery? Evidence from Taiwan. Journal of Contemporary Accounting & Economics, 14(1), 103-125. https://doi.org/10.1016/j.jcae.2018.02.007
» https://doi.org/10.1016/j.jcae.2018.02.007 -
U.S. Department of State. (2023). 2023 investment climate statements: Vietnam https://www.state.gov/reports/2023-investment-climate-statements/vietnam
» https://www.state.gov/reports/2023-investment-climate-statements/vietnam -
Vasconcelos, Y. L., & Soares, A. P. (2022). Gestão de conformidade (compliance): Reflexões sobre o impacto na estrutura e desempenho da governança. Research, Society and Development, 11(15), e74111536872. https://doi.org/10.33448/rsd-v11i15.36872
» https://doi.org/10.33448/rsd-v11i15.36872
Edited by
-
EDITORIAL PRODUCTION
Publishing coordinationAndreia Ferreira CominettiLanguage editorPaula Di Sessa VavlisLayout designerEmapGraphic designerEmap
-
EDITORIAL BOARD
Editor-in-chiefAlmir Martins VieiraAssociated editorGilberto PerezTechnical supportVitória Batista Santos Silva
