ACCA《F4公司法与商法》辅导讲义.doc

2014年ACCA《F4公司法与商法》辅导讲义(19) 本文由高顿ACCA整理发布，转载请注明出处 　　2014年ACCA《F4公司法与商法》辅导讲义(19)　　1 Introduction　　1.1 “Insider dealing is understood broadly to cover situations where a person buys or sells securities, when he, but not the other party to the transaction, is in possession of confidential information which affects the value of those securities ….” (The Conduct of Company Directors 1977). 　　1.2 Insider dealing usually applies to individuals who have a connection with the company whose securities are to be dealt in eg. directors, employees, professional advisors but can also apply to a wide range of other individuals. 　　1.3 An example would be the company director who, aware that his company is about to announce far better interim results than predicted, buys shares in his company before the announcement. 　　2 The Criminal Justice Act 1993 　　2.1 The Act came into force in 1994 and replaced the old Companies Securities (Insider Dealing) Act of 1985. The 1993 Act reflects the European Insider Dealing Directive which harmonises Insider Dealing law throughout the European Union. 　　2.2 The Act makes insider dealing a criminal offence. 　　3 The offence 　　3.1 The Defendant was an Insider 　　An insider is defined as: 　　(a) a director, employee or shareholder of the issuer of the securities 　　(b) anyone else who has access to the information through his employment, office or profession 　　(c) anyone who obtains information (directly or indirectly) from either of the above. 　　The ‘insider’ must be aware that the information comes from an inside source and that it is inside information. 　　3.2 The Defendant had Inside Information 　　Inside information is information which is ‘price sensitive’, that is which: 　　(a) has not yet been made public 　　(b) if it was made public would be likely to have a significant effect on the price of any securities 　　(c) is specific or precise (e.g. ‘ … a take-over bid is about to be announced for X plc …’ is specific, whereas a mere tip ‘buy X plc’ would