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.

【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 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

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.

【論述題】

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