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What Related Party Transactions Reveal About Potential Conflicts of Interest

Reading SEC Filings • Beginner Investing • 6 min

What this lesson is about

When a company does business with its own CEO's family member or a board member's other company, that deal gets a special disclosure, and a special level of scrutiny.

2 parts · a quick check after each · then the quiz

Part 1 of 2

When, a, company, does, business, with, a, CEO's, family, member,, a, board, member's, company,, or, a, major, shareholder's, venture,, it, gets, a, special, disclosure:, a, "related, party, transaction.", This, is, important., Close, relationships, can, lead, to, deals, that, don't, reflect, what, an, independent, party, would, negotiate., Investors, need, to, see, these, specific, situations., They, don’t, need, the, same, level, of, detail, for, regular, transactions, between, unrelated, parties.

These, disclosures, usually, appear, in, the, notes, of, the, financial, statements, within, the, 10-K., You, might, also, find, more, details, in, the, annual, proxy, statement., It's, crucial, to, understand, what, these, disclosures, mean., Many, related, party, transactions, are, legitimate,, properly, disclosed,, and, priced, fairly., The, existence, of, the, disclosure, itself, doesn't, imply, wrongdoing., It, helps, investors, assess, whether, the, terms, are, fair,, not, to, raise, an, automatic, red, flag.

Profit against cashWhen profit climbs and the cash does not, something is being counted early.

Quick check

What is a "related party transaction," in SEC disclosure terms?

Part 2 of 2

Insider, Angle:, What, really, deserves, attention, is, a, pattern., Large,, recurring,, or, unusually, structured, related, party, transactions, can, be, concerning., This, is, especially, true, if, they, seem, to, benefit, an, insider, more, than, the, company, or, lack, a, clear, business, rationale., A, single,, small,, well-explained, related, party, transaction, is, very, different, from, a, series, of, significant,, vaguely, justified, dealings, between, the, company, and, its, executives, or, board, members.
Try, This:, Look, for, a, company's, proxy, statement, and, search, for, its, related, party, transactions, disclosure, (often, under, a, heading, like, "Certain, Relationships, and, Related, Transactions")., Are, any, disclosed?, If, so,, does, the, stated, business, rationale, seem, clear, and, reasonable, to, you?

Quick check

Why do related party transactions require special disclosure that an ordinary arm's-length business transaction doesn't?

Quiz

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