Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

CF > 5.1 Disclosure: Continuing Disclosure Os, II > Flashcards

5.1 Disclosure: Continuing Disclosure Os, II Flashcards

1
Q

Two conditions before being able to rely on protecting legit interests exemption

A

Delay will not mislead public and issuer can ensure confidentiality

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Under what part of 91 FSMA can FCA censure I/D for breaching LRs

A

91(3)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Up or down (price, CASE?)

A

Lafonta

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

What kind of info has to be disclosed via RIS - defined term

A

Regulated Info

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

89/90 FSA apply when

A

False/misleading statement/impression

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Under what part of FSMA does issuer specifically have powers to deal w/ breach of LRs and DTRs

A

91 FSMA

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Where are FCA’s sanction powers for breach of MAR

A

123 FSMA

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Where is inside info defined

A

7(1)(a) MAR

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Two cases on definition of ‘precise’ II

A

Lafonta and Ian Hannah

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Where are the basic content requirements for an insider list

A

18(3)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Where are three exceptions to O to disclose II immediately

A

17(4) and (5) MAR + DTR 2.2.9

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

2/3 Fraud Act apply when

A

Dishonestly failing to disclose info w/ intention to either cause loss or make gain

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

To what company must disclosed Regulated Info be forwarded to

A

Morningstar plc

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Provisions on cancelling/suspending listing (two different statutes/guidance)

A

LR 5.1 & 5.2 and 89L

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

What is ‘precise’ II

A

Circumstance or event where info is sufficiently specific to draw conclusion on price of shares

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Example of legit interest in Recital 50 MAR

A

Ongoing negotiations

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

When finally disclosed after delaying w/ exception under 17(4) or (5), what must issuer do

A

Notify FCA and explain how conditions met

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

When does selective disclosure to 3rd NOT have to be simultaneously disclosed to public

A

If 3rd owes duty of confidentiality

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Three examples of selective disclosures

A

Market sounding, to advisers and to lenders

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Provision requiring disclosure of II if sufficiently accurate rumour

A

17(7)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

What case said ‘reasonable expectation’ of event/circumstance for definition of ‘precise II’ just requires realistic prospect of either happening

A

Ian Hannam

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

Provision requiring issuer to take all reasonable steps to ensure those on insider list acknowledge in writing duties and possible sanctions

A

18(2) MAR

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

When must issuer also do when resolutions for special business passed

A

Send 2 copies to FCA ASAP (9.6.2R)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

Under what provisions can penalty be imposed by FCA on issuer and/or person who breaches DTRs

A

91(1B), (2), (2A) and (2B)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

What provision requires issuer to draw up list of all those w/ access to II

A

Article 18(1) MAR

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

How can FCA enforce breach of LRs

A

91 FSMA, or cancel/suspend listing

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

What sanctions is FCA most likely to impose for breach of MAR

A

Penalty and/or public censure and/or require C to make corrective statement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
28
Q

Three exceptions to O to disclose II immediately

A

Unexpected + significant events, protect legit interests and risk to financial stability of issuer/inancial system

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
29
Q

Where are factors that issuers may consider to work out of II will have ‘significant effect’ on price of shares

A

DTR 2.2.5G

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
30
Q

What factors may issuers consider to see if info will have ‘significant effect’ on price of shares

A

Issuer’s size and fact that investor wants to maximise economic self-interest

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
31
Q

What provision shows that ‘published info’ for 90A refers to RIS announcements

A

Schedule 10A para 2

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
32
Q

What provision gives info to be contained in a holding announcement

A

2.2.9(2)G

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
33
Q

How long do RIS disclosures on a website have to be kept up if relating to inside info

A

5 years

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
34
Q

Who must continuously monitor if announcement on inside info required

A

D

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
35
Q

How to test if II will have ‘significant effect’ on price of shares

A

Reasonable investor test - would it be considered as part of investment decision?

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
36
Q

How long do RIS disclosures on a website have to be kept up if relating to financial reports

A

10 years

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
37
Q

What must leak announcement state

A

Extent to which leak is accurate

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
38
Q

Provision on how long to keep financial reports on website

A

DTR 4.1.4R

39
Q

What should issuer do if delaying disclosure of II through exception, in terms of paperwork

A

Keep detailed records of decision-making process

40
Q

What provision requires FCA to consider circumstances before imposing sanction under 123 FSMA

A

Article 31 MAR

41
Q

Who determines if issuer has a legit interest in delaying disclosure of II

A

Issuer - 2.5.5G

42
Q

What powers does FCA have under 122A - I FSMA

A

Enforcement and investigatory powers

43
Q

Under what provision can FCA apply to court for order suspending voting rights of person who contravened DTR 5.1.2R (major shareholdings)

A

89NA FSMA

44
Q

Is info II if it is unpublished? Provision

A

Not necessarily (2.2.10G)

45
Q

Particular LP for disclosure Os

A

LP1 - take reasonable steps to have adequate procedures to comply w/ Os

46
Q

Example of powers FCA has under 91 FSMA

A

Censure or penalty

47
Q

What two provisions become relevant if have published info which is misleading or omits key info

A

90A FSMA + 89/90 FSA

48
Q

Ian Hannam key

A

Realistic

49
Q

Where is a non-exhaustive list of legit interests set out

A

Recital 50 MAR

50
Q

If disclosure of II is being withheld, what must issuers do + provision

A

Prepare holding announcement in case leaked (2.6.3G)

51
Q

What provision states that knowledge a rumour is false does not = II

A

DTR 2.7.3G

52
Q

How is inside info defined in 7(1)(a) MAR

A

Precise info which is not public, relating (in)directly to issuer and if made public, would likely have significant effect on share price

53
Q

What part of Schedule 10A defines ‘dishonestly’ for the purpose of para 5(2)

A

Para 6

54
Q

Under what part of 91 FSMA can FCA charge I/D w/ unlimited fine for breaching LRs

A

91(1)

55
Q

What case said no requirement that conclusion is as to price going up or down for info to be ‘precise’

A

Lafonta

56
Q

When does FCA use powers under 122A - I and 123 FSMA

A

For breach of MAR

57
Q

Where must issuers publish disclosures of inside info + financial reports

A

On public website

58
Q

What defines ‘precise’ for 7(1)(a) MAR

A

7(2) and (3)

59
Q

What principles do all listed Cs have to comply with

A

Listing Principles

60
Q

When is there no liability under 90A (bc double liability)

A

If liable under 90 for prospectus (para 4)

61
Q

Where is the exception to disclosing II immediately for unexpected + significant events

A

2.2.9(2)G

62
Q

Who is best placed to decide if info is II and provision

A

Issuer - DTR 2.2.7G

63
Q

Example of sanctions under 123 FSMA

A

Penalties or public censure

64
Q

What guidance shows delays to disclosure of II are the exception

A

ESMA Guidance para 52

65
Q

Particular PLP for disclosure Os

A

PLP 6 - communicate info to (potential) Ms to avoid creating/continuing false market

66
Q

Realistic (precise, CASE)

A

Ian Hannam

67
Q

What defines ‘significant effect’ for definition of II

A

7(4)

68
Q

What should be prepared in the case of selective disclosure

A

Holding announcement in case leaked

69
Q

When will a rumour about info lead to disclosure of II

A

If explicitly relates to II and sufficiently accurate to mean confidentiality not assured

70
Q

Lafonta key

A

Up or down

71
Q

What provision do you have to comply w/ when disclosing Regulated Info, re: content

A

DTR 6.3

72
Q

Where is the general O to disclose inside info

A

Article 17(1) MAR

73
Q

What must investor prove for claim under 90A FSMA

A

Loss and either misleading, omission, or issuer acted dishonesty in delaying publication

74
Q

What must issuer do in regard to the duties of those on the insider list

A

Take all reasonable steps to ensure those on list acknowledge in writing duties and possible sanctions

75
Q

Power to suspend/prohibit trading of I for breach of DTR

A

89L FSMA

76
Q

Two provisions which permit selective disclosure if 3rd under confidentiality agreement

A

17(8) MAR + DTR 2.5.7G

77
Q

What provision shows FCA can enforce MAR

A

Article 23

78
Q

Conditions that must be satisfied before issuer can rely on risk to financial stability exception for delaying disclosure of II

A

In public interest, can ensure confidentiality and FCA has consented

79
Q

What is selective disclosure

A

Disclosing to 3rd in course of employment

80
Q

What provision requires Ds to continuously monitor if II announcement required

A

DTR 2.2.8G

81
Q

What principles do premium listed Cs have to comply with

A

Premium Listing Principles

82
Q

Two other offences which C may be liable for if breaches Article 17 MAR

A

2/3 Fraud Act and 89/90 FSA

83
Q

What must issuer also do when circulars/notice/reports to which LRs apply are issued

A

Send 2 copies to FCA as well (9.6.1R)

84
Q

Provision on how long to keep disclosures of inside info on website for

A

17(1) MAR

85
Q

Power of censure of I for not complying w/ DTR

A

89K FSMA

86
Q

How long must an insider list be kept

A

At least 5 years (18(5))

87
Q

What does ESMA advise about staff + inside info

A

Appoint a person to decide if II has arisen and if can delay

88
Q

What happens if there is a false rumour about II?

A

No need to disclose - knowledge rumour is false does not = II

89
Q

When must inside info be disclosed under Article 17(1) MAR

A

Immediately, unless exception applies

90
Q

How is Regulated Info disclose

A

via RIS

91
Q

Which part of Schedule 10A FSMA is most likely to be relevant if breaching Article 17 MAR (disclose II)

A

Para 5(2) - dishonestly delaying

92
Q

Three general categories of liability for breaching Article 17 MAR

A

Specifically for breaching MAR (122 - 123 FSMA), for breaching LRs (91 FSMA + LR 5.1 & 5.2), and for delaying publication (90A FSMA –> para 5(2) Schedule 10A)

93
Q

What additional liability may breach of Article 17 MAR lead to, beyond breach of MAR, LRs or delaying pub (e.g. 90A FSMA)

A

Could lead to liability under 89/90 FSA and/or 2/3 Fraud Act

CF (11 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions