每日一练F4（ENG） 答案回复可见
<p>10 Sid is a director of two listed public companies in which he has substantial shareholdings: Trend plc and Umber plc.<br/>The annual reports of both Trend plc and Umber plc have just been drawn up although not yet disclosed. They show<br/>that Trend plc has made a surprisingly big loss and that Umber plc has made an equally surprising big profit. On the<br/>basis of this information Sid sold his shares in Trend plc and bought shares in Umber plc. He also advised his brother<br/>to buy shares in Umber plc.<br/>Vic who is also a shareholder in both companies sold a significant number of shares in Umber plc only the day before<br/>its annual report was published.<br/>Required:<br/>(a) Analyse the above scenario from the perspective of the law relating to insider dealing; (8 marks)<br/>(b) In particular advise Vic as to his position. (2 marks)<br/>(10 marks)</p><p>10 (a) Insider dealing is a crime under part V of the Criminal Justice Act 1993 (CJA).<br/>Section 52 of the CJA sets out the three distinct offences of insider dealing:<br/>(i) an individual is guilty of insider dealing if they have information as an insider and deal in price-affected securities on<br/>the basis of that information.<br/>(ii) an individual who has information as an insider will also be guilty of insider dealing if they encourage another person<br/>to deal in price-affected securities in relation to that information.<br/>(iii) an individual who has information as an insider will also be guilty of insider dealing if they disclose it to anyone other<br/>than in the proper performance of their employment, office or profession.<br/>The CJA goes on to explain the meaning of some of the above terms. Thus s.54 defines what securities are covered by the<br/>legislation and these are set out in the second Schedule to the Act and specifically includes shares and debentures.<br/>Dealing is defined in s.55, amongst other things, as acquiring or disposing of securities, whether as a principal or agent, or<br/>agreeing to acquire securities.<br/>Section 56 defines ‘inside information’ as:<br/>(i) relating to particular securities,<br/>(ii) being specific or precise,<br/>(iii) not having been made public and<br/>(iv) being likely to have a significant effect on the price of the securities.</p><p>Section 57 states that a person has information as an insider only if they know it is inside information and they have it from<br/>an inside source. The section then goes on to consider what might be described as primary and secondary insiders. The first<br/>category of primary insiders covers those who get the inside information directly through either:<br/>(i) being a director, employee or shareholder of an issuer of securities; or<br/>(ii) having access to the information by virtue of their employment, office or profession.<br/>On summary conviction an individual found guilty of insider dealing is liable to a fine not exceeding the statutory maximum<br/>and/or maximum of six months imprisonment. On indictment the penalty is an unlimited fine and/or a maximum of seven<br/>years imprisonment.<br/>Applying the general law to the problem scenario, one can conclude as follows:<br/>Sid is an ‘insider’ as he receives inside information from his position as a director in both Trend plc and Umber plc. The<br/>information fulfils the requirements for ‘inside information’ as it relates to: particular securities, the shares in both companies;<br/>is specific, in that it relates to the level of their profits; has not been made public; and is likely to have a significant effect on<br/>the price of their securities. On that basis Sid is clearly guilty of an offence under s.52 in selling his shares in Trend plc to<br/>avoid a loss and buying shares in Umber plc to make a profit.<br/>He is also guilty of a further offence when he advised his brother to buy shares in Umber plc. However, his brother has not<br/>committed any offence as he did not receive any specific information from Sid.<br/>(b) There is little that Vic can do in relation to Sid’s insider dealing. There was no relationship between the two and in any case<br/>Vic sold his shares voluntarily on the stock market and consequently can take no action against Sid or his brother. However,<br/>the companies may take action against Sid for breaching his fiduciary duty.</p> 谢谢~~~ <p>tks</p><p></p> ddd 3q 谢谢 3ks 。。。 好难啊 3q页:
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