Inside information is '_____________' relating to a _____________of securities thatare price-affected and not to securities generally.

Explain whether Kip and Lu have committed the offence of insider dealing

Jaz plc is listed on the London Stock Exchange. Kip works for Jaz plc as an accountant. Whilst drawing upthe annual accounts, Kip noticed that Jaz plc's profits were better than anyone could have expected. As aconsequence of this knowledge, he bought shares in Jaz plc before its good results were announced. Hemade a substantial profit on the share dealing. Kip also told his friend Lu about the results before they wereannounced. Lu also bought shares in Jaz plc.

【论述题】

State the definition of inside information

Explain whether Fran or Gram will be liable for either of the following:

(i) Fraudulent trading under s213 Insolvency Act 1986

(ii) Wrongful trading under s214 Insolvency Act 1986

Fran and Gram registered a private limited company, Ire Ltd, in January 2009, with each of them becoming adirector of the company.

Although the company did manage to make a small profit in its first year of trading, it was never a greatsuccess and in its second year of trading it made a loss of ￡10,000.

At that time Fran said he thought the company should cease trading and be liquidated. Gram, however, wasinsistent that the company would be profitable in the long term so they agreed to carry on the business, withFran taking less of a part in the day-to-day management of the company, although retaining his position as acompany director.

In the course of the next three years Gram falsified Ire Ltd's accounts to disguise the fact that the companyhad continued to suffer losses, until it became obvious that he could no longer hide the company's debtsand that it would have to go into insolvent liquidation, with debts of ￡100,000.

【论述题】

State whether criminal or civil action, or both, can be taken in relation to fraudulent trading andwrongful trading

State whether Greg has any liability for money laundering

State whether Greg has any liability for insider dealing

Greg is a member of the board of directors of Huge plc. He also controls a private limited company, Imp Ltd,through which he operates a management consultancy business. He also owns all the shares in Jet Ltd,through which he conducts an investment business.

When Greg learns that Huge plc is going to make a take-over bid for Kop plc, he arranges for Jet Ltd to buy alarge number of shares in Kop plc on the London Stock Exchange, on which it makes a large profit when itsells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltdas the charge for supposed consultancy work. The money is then transferred to Greg through the declarationof dividends by Imp Ltd.

【论述题】

State what is meant by securities being 'price sensitive' in the context of insider dealing

Explain any criminal offences Sid may have committed

Sid is a director of two listed public companies in which he has substantial shareholdings: Trend plc andUmber plc.

The annual reports of both Trend plc and Umber plc have just been drawn up, although not yet disclosed.They show that Trend plc has made a surprisingly big loss and that Umber plc has made an equallysurprising big profit. On the basis of this information Sid sold his shares in Trend plc and bought shares inUmber plc. He also advised his brother to buy shares in Umber plc.

Vic, who is also a shareholder in both companies, sold a significant number of shares in Umber plc only theday before its annual report was published.

【论述题】

State whether Vic has any right to claim for the increase in share price that he missed out on when hesold his shares

State whether Jet has any liability for money laundering

State whether Ian has any liability for money laundering

Ian is an accountant, and one of his clients is Jet, who runs an illegal operation as well as some otherlegitimate businesses. Jet approached Ian for advice as to how he should deal with the gains he makes fromthe illegal operation. Ian suggested that, rather than try to use his existing legitimate businesses to disguisethe source of the money, Jet should use his legally made money to buy the local football club, Kickers, withthe intention of passing his gains from the illegal operation through the club's accounts.

Jet accepted the proposal and appointed Ian as Kickers' finance director and together they passed the illegalmoney through the football club.

【论述题】

State the offence of money laundering

Explain whether Del or Rod will be liable for either:

(i) Fraudulent trading under s213 Insolvency Act 1986

(ii) Wrongful trading under s214 Insolvency Act 1986

Five years ago, Del and Rod formed a limited company, Trot Ltd. The pair were the company's only directorsand shareholders. The company was initially profitable but started making losses in its third year. Rodthought that the business should be liquidated at this point but Del persuaded him that the business shouldcontinue. Del continued to run the company but Rod, although he retained his position as a director, decidedto focus his attention on another business venture.

Trot Ltd continued to make substantial losses, but Del produced fake company accounts to hide thecompany's debts. Eventually the scale of the losses became too large to hide and the company went intoliquidation.

【论述题】

State whether a company must be insolvent for the offence of fraudulent trading to be actionableunder the Insolvency Act 1986 and Companies Act 2006

State whether Tim has any liability for insider dealing

State whether Mate has any liability for insider dealing

In January the board of directors of Huge plc decided to make a takeover bid for Large plc. After the decisionwas taken, but before it is announced, the following chain of events occurs:

(1) Slye, a director of Huge plc, buys shares in Large plc

(2) Slye tells his friend Mate about the likelihood of the takeover and Mate buys shares in Large plc

(3) At a dinner party Slye, without actually telling him about the takeover proposal, advises his brotherTim to buy shares in Large plc and Tim does so

【论述题】

State whether Slye committed insider dealing when he bought shares in Large plc

State whether Vlad has any liability for money laundering.

State whether Gloria has any liability for money laundering.