Market Abuse and Insider Dealing 4th Edition by Barry Rider, Kern Alexander, Stuart Bazley Jeffrey Bryant 1526509121 9781526509123

Chapter 1. The nature of insider dealing and market abuse

Insider dealing in perspective

What is insider dealing?

Chapter 2. Insider dealing: the civil law

A wrong to the market or the company?

Conflicts of interest

Secret profits

Loss to the insider’s company

A narrow obligation

Benefiting another – a breach of duty?

Shadow directors and others

The position of investors

Illegality and public policy

Remedies

Chapter 3. The main offences of insider dealing – dealing on the basis of inside information

The law before 1980

The offence of insider dealing

Insiders

Encouraging insider dealing

Disclosure of inside information

Territorial scope of offences relating to encouragement and disclosure

Tippee liability

Secondary persons and tippee liability

The FSMA 2000 and tippee liability

Defences to allegations of insider dealing

Chapter 4. The market abuse regime

Introduction

The UK market abuse regime

The prescribed markets

Qualifying investments

Related investments

Prescribed markets, qualifying investments and the Jabre case

The duty to the market

What constitutes market abuse

Manipulating devices

Insider and inside information

Information that is ‘precise’ and has an ‘effect’ on price

Behaviour

The Code of Market Conduct (MAR)

The MAR specifying behaviour

Behaviour which does not amount to market abuse

Safe harbours

Regulatory enforcement and sanctions

Private enforcement

Regulatory policy and the Market Abuse Directive

Conclusion

Chapter 5. FSMA criminal offences of market manipulation

Introduction

Manipulation

UK criminal offences for misleading statements and practices

Market distortion and market manipulation

Abusive squeezes

FCA prosecution

Analysis and conclusion

Chapter 6. Fraud and financial crime

Introduction

The creation of false markets

The common law

The fair price

Conspiracy

Enforcing the bargain

Fraud (by representation or conduct)

Requisite state of mind – mens rea

Proof of dishonesty and fraudulent intention

Misrepresentation by words or conduct

Silence

Concealment

Criminal Breach of Trust (CBT)

Misappropriation (including theft)

Requisite state of mind – mens rea

Handling

False statements and manipulation

High pressure selling

Fraudulent trading and insolvency related offences

Reckless management of banks

Blackmail and extortion

Computer-related crime

Corruption

False reporting

Forgery and the reliability of documentation

Acts preparatory to fraud

Perjury and false declarations

Civil fraud

Disclosure orders and freezing orders

Disqualification procedures

Offences by bodies corporate

Conclusion

Chapter 7. Anti-money laundering and proceeds of crime

The corporate and financial dimension

Money laundering in context

Proceeds of crime

2017 Money Laundering Regulations – civil penalties

Money laundering liability in the civil law

Naughty knowledge and mens rea

Compliance

Confiscation

Terrorist finance

Chapter 8. Conflicts of interest

A fundamental rule

Directors and their duty of loyalty

Multiple appointments

Modification of duties

Other fiduciaries

Contracting out

Informed consent

A case at last!

Conflicts compliance and the regulatory environment

Chapter 9. Issuer disclosure and liability

Disclosure and the issuer

Disclosure obligations

Disclosure and inside information

Delayed disclosure

Selective disclosure

Managerial disclosures

Safe harbours

Issuer disclosure and third-party lists

Issuer and senior officer liability

Professional disclosure requirements

Professionals and confidentiality

FCA favours enhanced disclosure

Disclosure of sustainability risks

Issuer’s disclosure decision tree

Takeovers

General principles

The Takeover Panel’s powers

The FCA’s role

Market abuse

Actual or potential offerors

Chapter 10. Information gathering

Introduction

General reporting and the obligation to cooperate

The FCA’s statutory information gathering

Chapter 11. Investigations

Introduction

Investigations and transparency

Powers of investigation

Confidentiality

Sanctions for failing to comply with an investigation

Criteria for enforcement action

Case selection by the FCA

Chapter 12. Enforcement issues

Introduction

Sanctions for market abuse

Principles-based enforcement

Statements and penalties

Enforcement and the impact on positions of influence, trading and business permissions

Applications to the court

Chapter 13. Compliance procedures and systems

Introduction

Compliance and authorised persons

Authorisation, governance, senior management and compliance

Governance and the need for policy, process, and procedure

The compliance function and regulatory characteristics

Authorised firms’ obligation to maintain records

Compliance and conflicts management, and information barriers

Personal account dealing rules

Chapter 14. Personal liability of senior managers and compliance officers

Personal responsibility

The role of the law

The duty of fidelity

Contract and tort

Accessory liability in equity

Personal criminal liability

Criminal proceedings

Sentencing policy

Regulatory liability, personal accountability – senior managers, certified persons and code staff

Chapter 15. Control liability

Responsibility and control

Vicarious liability in the criminal law

Vicarious liability in the law of tort

Vicarious responsibility in restitution

Directors’ knowledge

Financial services regulation and control liability

Control liability and authorisation

Senior management function holders and controlled functions

Chapter 16. The impact of other laws: domestic and overseas

Introduction

EU Market Abuse Regulation (EU MAR)

EU MAR and market manipulation

Buybacks and price stabilisation

EU MAR and cross-border cooperation in investigations and enforcement

Extra-territorial application of US securities laws, foreign issuers and anti-fraud provisions

IOSCO and UK efforts at international cooperation

Conclusion

Index