Associated Legislation and Regulation Flashcards
EU Market Abuse Regulation offences
A person shall not:
- Engage or attempt to engage in insider dealing. Includes amending and canceling orders
- Recommend or induce another person to engage in insider dealing
- Unlawfully disclose inside information
EU Market Abuse Regulation Penalties
Civil in the UK
- Lighter burden of proof
- Effect-based
Scope of MAR
Applies to financial instruments
- Traded, admitted to trading or for which a request for admission to trading on an EEA regulated market and multilateral trading facility (MTF) or organised trading facility (OTF)
- Applies to emissions allowance (e.g. carbon)
- For the offence of market manipulation, also applies to commodity derivatives and commodity spot derivatives
FCA Market Conduct Handbook Guidance
- Insider dealing
- Improper disclosure
- Manipulating transactions
- Manipulating devices
- Dissemination
- Benchmark manipulation
FCA Market Conduct -Regulator Sanctions
- Withdrawal of regulated status
- Financial penalties
- Public statements
- Applying to courts for injunctions and restitution
Market Abuse - Legitimate Behaviour
Legitimate ways to behave
- Share buy-back programmes and stabilisation measures
- FCA Rules
- Takeover Code
- Market soundings: Required formalised process, including disclosures, notifications of confidentiality and record keeping
- Accepted market practices (country specific)
Suspicious transaction and order reports (STORs)
- Reporting suspicions for transactions and orders
- Firms must report suspicions to the FCA without delay. Firms should not second-guess whether the regulators would consider an event to be suspicious
STORs should contain
- Identity of reporting person submitting STOR
- Description of transaction
- Reasons for which market abuse is suspected
- Means of identifying the person in the order/transaction
- Any other supporting documents needed by the FCA for investigation
MAR PDMR regime
Persons discharging managerial responsibility (PDMRs) dealing in their own company’s shares must disclose to both their company, and to the FCA, within THREE business days of the transaction
PDMRs must not deal during closed periods: Year end and half yearly results 30 days prior to announcement
Breach not a criminal offence but FCA may take disciplinary action
When person should disclose dealing of own shares
Within 3 days
Closed period (year end/half year)
30 days
S52 Criminal Justice Act 1993
Dealing on …
Encouraging others to deal on …
Disclosure of …
Inside information
Relates to particular securities or issuers
Specific or precise
Has not been made public
Price sensitive
Instruments covered by Insider dealing
Shares, ADRs, warrants
Tradable debt
Options, futures and CFDs
Excluded investments from insider dealing
Assets with no secondary market e.g. bank account, unit trusts, etc
Commodities and commodity derivatives
Spot and forward FX
Insider dealing general defences
Did not expect the deal to result in a profit due to the info
Believed on reasonable grounds that the information was already publicly available
Would have acted in the same way regardless of possessing the info
Did not expect the recipient to deal
Insider dealing special defences
Stabilisation
Market info
Market makers in the ordinary course of business
Insider dealing Enforcement
LSE Market Operations Division monitors transaction
FCA prosecutes
Maximum penalty - 7 years and/or unlimited fine
S89 FSA 2012
Misleading statements, e.g. lying to persuade someone to deal, concealing relevant facts in takeover documents
S90 FSA 2012
Misleading impressions e.g. abusive squeezes, market rigging. Covers both recklessly created misleading impressions, and deliberately created misleading impressions
S91 FSA 2012
Misleading statements in relation to benchmarks
Misleading statements and impressions
- Reasonably believed that statement or act was not false or misleading
- Acted in conformity with price stabilising rules or control of information rules or share buy-back rules.
Misleading statements and impressions - Penalty
Magistrates court: Six months imprisonment and/or £5,000 fine
Crown court: 7 years and/or unlimited fine
Proceeds of Crime Act 2002
Amended by Serious Organised Crime and Police Act 2005 and Criminal Finances Act 2017.
-Any proceeds from an act considered a crime in the UK
The act was enacted following the publication on 14 June 2000 of new government policy as set out in the Performance and Innovation Unit’s report “Recovering the Proceeds of Crime”. It deals with a wide range of matters relevant to UK law on proceeds of crime issues. These include confiscation orders against convicted individuals (requiring payment to the State based upon the benefit obtained from their crimes), civil recovery of proceeds of crime from unconvicted individuals, taxation of profits generated from crime, UK anti-money laundering legislation, powers of investigation into suspected proceeds of crime offences, and international co-operation by UK law enforcement agencies against money laundering.
- Placement
Proceeds of any crime are place into a bank or building society
-Bank CDD
- Layering
Payments are taken from the bank and used to buy different investments to cover the audit trail
-Investment firms
- Integration
The money appears as a legitimate source of income.
- Business/Property