由於資本市場的蓬勃發展，證券市場規模不斷擴大，很多公司以此為籌資的主要管道，而投資者亦以此為主要的理財方式，兩者可謂戶互蒙其利，各取所需。然而在這資本市場的遊戲當中，時而會有內線交易發生，常使一般投資大眾遭受損失，顯然證券市場是存有弊端的，而本文是以公司治理變數的角度來詮釋內線交易行為，探討公司治理機制與非法內線交易行為之關聯性，另一方面觀察財報變數與內線交易的關聯性，希望在這資訊不對稱的市場中，有助於投資大眾分析及慎選投資適當的投資標的。本文以股票上市公司為研究標的，經實證結果顯示，外資持股傾向於經營穩健、獲利良好之公司，然而外資會將持股高的標的做為操做股市與期貨的工具。本研究發現信用評等越好、董監事酬勞越低的企業比較不可能有內線交易的發生。 此外，股本小的公司因具有董監事持股率高、經理人持股高，資產週轉率高的特質，發生內線交易的機率會亦較高。再者，外資對股本小的投資標並不青睞，是否表示這些標的比較容易存有內線交易因素，此為投資人亦需深思之。 Stock markets are growing fast resulting in share markets expended quickly. In fact,enterprises could raise money by listing in stock exchanges and investors could manage their money by investing stocks in share markets. In other words, stock markets are main channels for fund raising provided by investors for enterprises,which might benefit for both enterprises and investors. However, the drawbacks resulting from insider trading seem existed in stock markets, which often cause the loss even huge losses while market participants invest shares in stock markets. This study investigates whether the insider trading would be affected by the corporate governance and financial statements for the share listing in the Taiwan stock exchanges. We wish that investors would be beneficial for screening stocks by taking the results revealed into accounts. The results show that foreign institutions are inclined to invest heavy-weighted stocks accompanied with profitability, since the stocks with higher foreign holding ratios are often employed for manipulating index futures though trading these heavy-weighted stocks by these institutions. In this study,we disclose that the insider trading is seldom occurred for the firms with higher credit rating and lower directors’ remuneration. In addition, insides trading seem to be often happened for the small-scale stocks. We argue that these firms with higher directors’ ratios, managers holding ratios, higher turnover ratios would be suspect to manipulate prices due to their higher shareholding ratios. Furthermore, we disclose that foreign institutions seem not to prefer holding small-scale stocks. Investors might ponder whether insider trading is easily existed for these shares.