(Post spoiler! I don’t know what’s going to happen to Yonghwa! I’m not psychic!)
CN Blue’s Jung Yonghwa is being investigated for insider trading, which has led many K-Pop fans who don’t know much about financial regulations to wonder what insider trading is, why it’s illegal, and what’s going on with the guy.
That’s just like catnip to this former business reporter! (Note: I am American and familiar with the way things work in the United States.)
To understand what insider trading is, first you have to understand the difference between a privately-owned company and a publicly-owned company.
A privately-owned company is owned by, you know, whoever owns it. Let’s say you own a hat shop. Then you would own a privately-owned company.
Now, if it’s just you owning this hat shop, you have to obey laws regarding hygiene and taxes and how you treat your employees, but other than that you have a lot of freedom. You don’t have to follow standard bookkeeping rules if you don’t like them (as long as you do follow them on your tax returns). You can lie to your obnoxious cousin when she asks you how much money you make. You can keep all the money that you really do make for yourself.
But let’s say you’d like to expand your hat shop, and you need more money to do that than you have on hand. So you decide that your cousin isn’t that obnoxious and that you’d like her to come in and be a co-owner of your hat shop.
Imagine all the work you’d have to do to convince your cousin to sink her life savings into your hat shop. You’d have to clean up your books, you’d certainly have to come clean about your revenues, and of course once your cousin agreed to become a (let’s say) 50% co-owner, your cousin would receive 50% of the money the shop made.
At this point, your hat shop is still privately owned. Let’s say that, instead of owning just a dinky hat shop, you owned a HUGE hat manufacturing and sales company. When you want to expand, you’re talking about new factories, new lines, global growth. Your cousin’s pocketbook isn’t going to be deep enough any more.
So you open up your company’s ownership to millions of people, the vast majority of whom do not know you at all. You do that by selling ownership shares of your company (also called shares of stock) on a stock market.
You now manage a publicly-owned company.
Remember all the work you had to do to convince your cousin to give you money? You’re going to have to do waaaaay more than that to convince the investing public to give you money. And you’re not going to have a choice in the matter: Once you decide to go public, you have to follow an enormous array of laws designed to ensure that you don’t screw over these millions upon millions of people who you don’t know and don’t care about.
Why? It’s good for the economy to have a functional stock market, and if there aren’t many, many, MANY laws in place to protect investors, they will take their money and go home.
One set of these laws prohibits what is called insider trading.
What is insider trading? It’s you, the person who runs International Hats and Haberdashery, Inc., using your insider knowledge of IHH’s workings to shaft all those millions upon millions of people you don’t know who have bought stock in your company.
Let’s say you, in your position as CEO, know that IHH has had a terrible quarter–huge losses, it’s a complete disaster, you don’t even know if the company you founded will be able to keep going.
Because IHH is a public company, you have to inform investors of the company’s quarterly results–but not until the end of the quarter.
So you keep spinning sunshine, promising a great quarter, and eager investors bid the shares of your company up. Then you sell all of your shares (you’re the company’s founder, so you have a lot) the day before you announce your results.
You make a ton of money, but of course all your investors are furious! They swear never to put money in the stock market again, no public company can attract investment money any more, and your country’s economy collapses.
That would be bad.
So your country makes insider trading illegal.
Here’s a fun question: What makes someone an insider?
Here’s a fun answer: Simply having knowledge that is not available to the public that will materially affect a company’s results.
Can analysts be arrested for insider trading? Yes! Can stock brokers be arrested for insider trading? Yup! Can the CEO’s cousin or college roommate be arrested for insider trading? Sure thing!
Can even lowly business reporters be arrested for insider trading? You betcha! Since it’s a conflict-of-interest issue as well, I had to disclose any stock ownership of companies that I covered to my employer, as well as any purchases or sales.
Even if I had been charged but not convicted of insider trading, the professional consequences for me would have been dire: I would have been fired and blacklisted. Likewise people who work in financial services can be be barred for life from the securities industry, even if they’re never convicted of a crime.
Again, anybody can be guilty of insider trading. All you need is insider knowledge. (You notice how in movies and television people are always making a killing in the stock market thanks to hot tips they overhear from people in the industry? Yeah. Just don’t.)
So how do regulators figure out who to investigate? They look for patterns. If Joe Blow keeps buying or selling IHH stock juuuuust before the company announces things that affect the stock price, Joe Blow is going to be investigated.
If Joe Blow works for IHH–oh, he’s fucked.
I keep reading comments from people saying that law enforcement is going to have to find an e-mail or something from Yonghwa that says, “MWA-HA-HA! I AM GOING TO ENGAGE IN INSIDER TRADING NOW!! AND THEN TIE NELL TO THE TRACKS!!!” otherwise they can’t prosecute.
Bullshit. Prosecutors do not have prove things beyond the slightest possibility of a doubt. Yonghwa works for FNC Entertainment. He is obviously in a position to glean insider knowledge.
The hunt for e-mails is typically necessary because people in those kinds of positions know that insider trading is illegal, so they get some buddy of theirs who is unconnected to the company to do the actual trading.
If media reports are to be believed, Yonghwa bought and sold FNC stock himself. He bought it right before an announcement that FNC had signed a major entertainer, and sold it right afterward.
That looks really bad, and a bunch of FNC employees swearing that, by gum, one of the company’s top earners did nothing wrong doesn’t actually make it look better. Unless Yonghwa can prove that he had some kind of standing order with a broker to buy and sell FNC stock once it hit certain price points (and that standing order had to have been delivered well before the entertainer was signed), I would expect him to face some sort of penalty.
The main mitigating factor I see here is that Yonghwa was so overt about doing something illegal. That suggests to me that he didn’t actually realize that what he was doing was illegal–he’s a friggin’ musician, it’s not like he works in the financial services or anything. If Yonghwa did know that it was illegal, then he’s phenomenally stupid–like, too dumb to breathe without coaching–and I think it’s more likely that he’s just run-of-the-mill ignorant. (And I do wonder how many of the “He’s a CRIMINAL!!!” people knew what the fuck insider trading was before this story came out.)
Unfortunately ignorance of the law doesn’t save you from penalty, but it can make prosecutors a lot less likely to really put the screws to you. If Yonghwa wasn’t a celebrity, I’d expect this to be the sort of thing that is settled by him surrendering his illicit gains and paying a fine.
Unfortunately, Yonghwa is a celebrity, and when a case gets a lot of press, there’s a lot of pressure to make examples out of people and make the prosecutors look good (just ask Bumkey). So, all bets are off on this one–hopefully it doesn’t go too hard for him.
Obviously–yes, the timing of Yonghwa’s trade was most certainly suspicious! That’s why there was an investigation.
But Yonghwa didn’t even have to give up his profits from the trade, which makes me think that his mother had a pretty compelling story for investigators.
Investors have their own patterns, and I would assume Yonghwa’s mother had a pattern of investing that essentially countered the very suspicious this-looks-like-insider-trading! pattern investigators spotted. For example, she may take every cash bonus he gets and plow it into his FNC stock options,** and she did that again this time. Or his options may have been due to expire, so she exercised them.
(The mere fact that they were options–meh. He did flip them within a week. Don’t assume options are a free pass, kiddos.)
I don’t know, you don’t know, nobody knows except the people who investigated the incident–and they dropped all charges.
They nonetheless publicized the story to high heaven, didn’t they? Publicity is key to deterring white-collar crime, because most of the people who might engage in it are more-respectable types who worry about what their neighbors will think of them. Just think of how many people have been made aware that insider trading is illegal thanks to this investigation!
**Oh, and WTF’s a stock option? It is kind of like a license to buy or sell a company’s stock at a particular price.