Summary and conclusions
In this study we investigate whether ineffective internal control over financial reporting (ICFR) is related to the
profitability of insider trading. Managers are responsible for the effectiveness of their firms’ internal control as well as the
reliability of external financial reporting. These same officers are able to transfer wealth from shareholders to themselves
by trading on their private information, which in the presence of ineffective ICFR is more extensive due to the potential for
greater noise and bias in financial statements.
As predicted, we find insider trading is more profitable for firms disclosing material weaknesses in ICFR as required
under Section 404 of SOX. The association between ICFR effectiveness and trading profitability is present in the years
leading up to the material weakness disclosure, but disappears after remediation. Moreover, we find that top managers
lacking integrity, i.e., weak ‘‘tone at the top’’, earn incrementally higher insider trading profits. Results are driven by the
profitability of share sales, consistent with managers liquidating their holdings at inflated share prices when financial
reporting does not fully communicate management’s private information. Results are robust to controlling for abnormal
accruals, and we find income-increasing earnings management to enhance the profitability of insider sales in firms with
weak ‘‘tone at the top’’. We also provide evidence that weak ‘‘tone at the top’’ CEOs and CFOs engaging in more profitable
insider trading are more likely to leave their firms’ employment.
Collectively, our results suggest that another benefit of public reporting on the effectiveness of ICFR is that it assists in
identifying a setting where there is a greater risk of wealth transfer from shareholders to managers via managers selling
their firms’ shares