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.

【論述題】

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.

【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

State whether Jet has any liability for money laundering

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.

【論述題】

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

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

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.

【論述題】

State the definition of inside information

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

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