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.

【論述題】

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

【論述題】

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

State whether Vlad 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.

【論述題】

State the offence of money laundering

State whether Ian has any liability for money laundering

State whether Jet has any liability for money laundering

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.

【論述題】

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

Explain any criminal offences Sid may have committed