Securities law:
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| Main Author: | |
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| Format: | Book |
| Language: | English |
| Published: |
London
Sweet & Maxwell
2008
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| Edition: | 1. ed. |
| Subjects: | |
| Online Access: | Inhaltsverzeichnis |
| Physical Description: | CXV, 912 S. |
| ISBN: | 9781847033291 |
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MARC
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DETAILED CONTENTS TABLE OF CASES LI TABLE OF STATUTES LXXIII TABLE OF
EUROPEAN LEGISLATION LXXXV TABLE OF FINANCIAL SERVICES AUTHORITY RULES
LXXXIX PREFACE XCV ABBREVIATIONS XCIX PART 1: FUNDAMENTALS OF SECURITIES
LAW AND REGULATION CHAPTER 1*SOURCES OF SECURITIES LAW IN THE UK 3 THE
SOURCES OF SECURITIES LAW 3 THE SOURCES OF SECURITIES LAW 4 THE SEVEN
TIERS OF SECURITIES LAW 4 HOW THESE VARIOUS SOURCES ARE DEALT WITH IN
THIS BOOK 7 THE DEVELOPMENT OF THE EU LEGISLATIVE FRAMEWORK FOR
FINANCIAL SERVICES 7 THE INTERACTION OF EU AND UK FINANCIAL SERVICES
LEGISLATION 7 THE DEVELOPMENT OF EC LEGISLATION IN RELATION TO FINANCIAL
SERVICES 9 THE POLICY UNDERPINNING EC LEGISLATION 10 THE NATURE OF
MUNICIPAL IMPLEMENTATION OF EC LEGISLATION 11 THE PRINCIPAL DIRECTIVES
FOR THE PURPOSES OF SECURITIES REGULATION 11 THE DEFINITION OF
"SECURITIES" FOR THE PURPOSES OF THIS BOOK 12 THE FORMS OF SECURITY
CONSIDERED IN THIS BOOK 12 POTTED DEFINITIONS OF THE MAIN TYPES OF
SECURITY 13 THE BASICS OF DEFINITION 13 SHARES 14 BONDS 14 SECURITISED
ASSETS 14 MORTGAGES*DISTINGUISHING BETWEEN "A SECURITY" AND "TAKING
SECURITY" 14 STATUTORY DEFINITIONS OF "SECURITY" 15 THE NATURE OF THE
STATUTORY DEFINITIONS 15 CONTENTS THE TERM "SECURITIES" AS DEFINED BY
PRINCIPAL LEGISLATION 15 SECURITIES AS DENNED BY CATEGORY UNDER THE
REGULATED ACTIVITIES ORDER 16 THE PURPOSE AND NATURE OF THE SECURITIES
MARKETS 17 SECURITIES REGULATION IN THE UK 18 THE DISCUSSION OF
FINANCIAL SERVICES REGULATION IN THIS BOOK 18 IMPORTANT MATTERS OF
DEFINITION 19 DISTINGUISHING BETWEEN GROUPS OF REGULATIONS IN THIS BOOK
19 DISTINGUISHING BETWEEN LAW AND REGULATION 20 SECURITIES REGULATION IN
THE UK AS PART OF A GLOBAL NETWORK 21 OFFERS OF SECURITIES FOR SALE AS A
CONTRACT 22 THE PROSPECTUS ESTABLISHING THE REPRESENTATION UNDERPINNING
THE CONTRACT 23 THE NATURE OF THE INVESTOR'S REMEDIES FOR MIS-SELLING 25
THE ROLE OF FINANCIAL REGULATION IN THE PROTECTION OF INVESTORS 26 THE
POLICY UNDERLYING THE REGULATION OF OFFERS OF SECURITIES TO THE PUBLIC
27 THE STRUCTURE OF THIS BOOK 28 CHAPTER 2*EC SECURITIES REGULATION 32
INTRODUCTION 32 THE GENESIS OF EC LEGISLATION ON FINANCIAL SERVICES 34
THE BIRTH AND FORMATIVE YEARS OF EC FINANCIAL SERVICES LAW 34 THE
FAILURE, THUS FAR, TO CREATE A SINGLE MARKET FOR SECURITIES 34 THE
RELATIONSHIP OF FREE MOVEMENT OF CAPITAL WITH SECURITIES MARKETS 35 FROM
HARMONY TO DIFFERENCE 35 PASSPORTING 36 THE EMERGENCE OF THE LAMFALUSSY
METHODOLOGY 37 IMPLEMENTATION OF EC SECURITIES DIRECTIVES IN THE UK 38
CENTRAL TENETS OF EU LAW 39 INTRODUCTION AND TERMINOLOGY 39 THE SCOPE OF
THIS SECTION 39 A WORD ON TERMINOLOGY 39 THE CORE PROVISIONS OF THE EC
TREATY IMPACTING ON FINANCIAL SERVICES 40 THE CORE ECONOMIC OBJECTIVES
OF THE EC TREATY 40 FREE MOVEMENT OF CAPITAL 41 THE DIRECT EFFECT OF EC
DIRECTIVES 41 THE ISSUE 41 THE GENERAL PRINCIPLES GOVERNING DIRECT
EFFECT IN EU LAW 42 THE DIRECT EFFECT OF DIRECTIVES 42 THE TWO
PRE-REQUISITES FOR DIRECT EFFECT 43 CONTENTS VERTICAL DIRECT EFFECT 44
ADMINISTRATIVE, HORIZONTAL DIRECT EFFECT 45 HORIZONTAL DIRECT EFFECT BY
INTERPRETATION OF NATIONAL LAW 46 INCIDENTAL HORIZONTAL EFFECTS 47 THE
APPLICABILITY OF THE PRINCIPLE OF SUBSIDIARITY 48 THE APPLICABILITY OF
THE PRINCIPLE OF PROPORTIONALITY 49 EC REGULATION OF FINANCIAL SERVICES
UNDER "MIFID" 49 INTRODUCTION 49 THE CORE OBJECTIVES OF MIFID 49 THE
BENEFITS WHICH ARE EXPECTED TO FLOW FROM MIFID 50 THE CATEGORIES OF
ACTIVITY REGULATED BY MIFID 51 AUTHORISATION AND ORGANISATION OF
INVESTMENT FIRMS 52 INTRODUCTION 52 AUTHORISATION OF INVESTMENT FIRMS 52
ORGANISATION OF INVESTMENT FIRMS 52 PASSPORTING 54 CONDUCT OF BUSINESS
OBLIGATIONS IN MIFID 54 THE GENERAL OBLIGATION OF HONESTY, FAIRNESS AND
PROFESSIONALISM 54 CLIENT CLASSIFICATION 54 THE OBLIGATIONS IMPOSED ON
INVESTMENT FIRMS 55 BEST EXECUTION 56 SECURITIES MARKETS AND MARKET
TRANSPARENCY IN MIFID 56 THE MARKET COVERAGE IN MIFID IN THE ABSTRACT 56
REGULATED MARKETS 57 MARKET TRANSPARENCY AND INTEGRITY 57 THEMATIC
ISSUES IN MIFID 58 PRINCIPLES-BASED REGULATION 58 THE BENEFITS OF THE
MOVEMENT TOWARDS HIGH-LEVEL PRINCIPLES 58 THE USE OF HIGH-LEVEL
PRINCIPLES IS FUNDAMENTAL TO PRIVATE LAW TOO 59 THE WAY FORWARD:
DEVELOPING A JURISPRUDENCE 60 "BEST EXECUTION" AND AVOIDANCE OF
CONFLICTS OF INTEREST 61 ISSUING AND LISTING SECURITIES 61 POLICY
PRESUMPTIONS BEHIND EC SECURITIES REGULATION 61 WHAT EC SECURITIES
REGULATION DOES NOT SEEK TO DO 62 THE PRINCIPAL POLICY OBJECTIVES OF EC
SECURITIES REGULATION 62 THE WIDENED SCOPE OF COMPANIES COVERED BY EC
SECURITIES REGULATION 63 DISTINGUISHING BETWEEN POLICY GOALS OF
HARMONISATION, APPROXIMATION AND CO-ORDINATION 64 THE RANGE OF EC
DIRECTIVES RELATING TO SECURITIES 64 THE RELATIONSHIP BETWEEN THE EC
SECURITIES DIRECTIVES 65 THE LIMITED SCOPE OF THE FOLLOWING DISCUSSION
OF THE INDIVIDUAL EC SECURITIES DIRECTIVES FOR PRESENT PURPOSES 66 THE
SCOPE OF THE EC DIRECTIVES ACROSS SECURITIES MARKETS 66 CONTENTS THE
APPLICATION OF THE SECURITIES DIRECTIVES TO SECURITIES TRADED ON A
"REGULATED MARKET" 67 THE PROBLEM WITH THE DEFINITION OF THE TERM
"REGULATED MARKET" 67 THE OPAQUE DEFINITION OF "REGULATED MARKET" IN THE
EC DIRECTIVES 68 WHAT MAY THE VERNACULAR, NON-TECHNICAL MEANING OF
"REGULATED MARKET" BE? 71 AN INTRODUCTION TO THE TERMS OF THE EC
SECURITIES DIRECTIVES 72 INTRODUCTION 72 THE POLICY PRIORITIES
UNDERPINNING EC SECURITIES REGULATION 73 THE REGULATION OF SECURITIES
MARKETS THROUGH TRANSPARENCY AND HARMONY 73 THE REQUIREMENT FOR RELIABLE
INFORMATION IN ACCOUNTING STANDARDS 74 A SUMMARY OF THE CONSOLIDATED
ADMISSIONS AND REPORTING DIRECTIVE 75 THE STRUCTURE OF CARD 75 THE
CO-ORDINATION OBJECTIVE 75 THE DETAILED POLICIES: PASSPORTING AND
INVESTOR PROTECTION IN CARD 76 THE POLICY UNDERPINNING THE PROSPECTUS
DIRECTIVE 77 THE GENERAL PURPOSE BEHIND THE PROSPECTUS DIRECTIVE 2003 77
THE SINGLE PASSPORT REGIME WITHIN THE PROSPECTUS DIRECTIVE 78 THE PUBLIC
OFFER OF SECURITIES WITHIN THE PROSPECTUS DIRECTIVE, AND ALSO SECURITIES
TO BE ADMITTED TO TRADING BUT NOT TO BE OFFERED TO THE PUBLIC 78 THE
PUBLICATION REQUIREMENTS UNDER THE PROSPECTUS DIRECTIVE 79 THE SINGLE
MARKET FOR SECURITIES AND THE PROSPECTUS DIRECTIVE 79 ENHANCEMENT OF
INVESTOR PROTECTION UNDER THE PROSPECTUS DIRECTIVE 80 THE POLICY
UNDERPINNING THE COMMISSION'S TECHNICAL REGULATION ON PROSPECTUSES 81
THE CONTINUING IMPORTANCE OF DOMESTIC LAW 82 THE POLICY UNDERPINNING THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 83 THE GENERAL PRINCIPLES
UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE 83 OBLIGATIONS TO
PUBLISH INFORMATION UNDER THE TRANSPARENCY OBLIGATIONS DIRECTIVE 83 THE
APPLICATION OF THE TRANSPARENCY OBLIGATIONS DIRECTIVE 84 IMPLEMENTATION
OF THE POLICIES UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE IN
MEMBER STATES: "GOLD-PLATING" 85 THE TAKEOVER DIRECTIVE 86 THE MARKET
ABUSE DIRECTIVE 86 POTENTIAL FUTURE EFFECTS OF THE HARMONISATION AGENDA
87 WILL HARMONISATION OF SECURITIES LAWS REQUIRE AMENDMENT TO FSA
REGULATION AND EVEN TO ENGLISH SUBSTANTIVE LAW? 87 CONTENTS THE
QUESTIONS POSED BY THE HARMONISATION AGENDA 87 THE EFFICACY OF EC
SECURITIES REGULATION 88 CHAPTER 3*UK FINANCIAL SERVICES REGULATION 90
FUNDAMENTALS OF FINANCIAL SERVICES REGULATION IN THE UK 90 THE SCOPE AND
PURPOSE OF THIS CHAPTER 90 THE STRUCTURE OF THE REGULATION OF SECURITIES
MARKETS IN THE UK 91 THE BASIC DIVISIONS WITHIN SECURITIES REGULATION 91
REGULATION OF THE OFFICIAL LIST 92 REGULATION OF OFFERS OF SECURITIES TO
THE PUBLIC 92 REGULATION OF THE DISCLOSURE OF INFORMATION 92 GENERAL
REGULATION OF FINANCIAL SERVICES ACTIVITY IN THE UK 93 THE OUTLINE OF
FSA REGULATION 93 THE NATURE OF FINANCIAL REGULATION WITHIN SECURITIES
LAW 93 FINANCIAL REGULATION AS A DISTINCT DISCIPLINE IN PRACTICE 93 KEY
THEMES IN FSA REGULATION 95 THE PRINCIPAL THEMES 95 THE BENEFITS OF
PRINCIPLES-BASED REGULATION 95 THE FOCUS ON INVESTOR PROTECTION 97 THE
FINANCIAL SERVICES AND MARKETS ACT 2000 REGIME 98 THE FINANCIAL SERVICES
AND MARKETS ACT 2000 98 THE MACRO-ECONOMIC OBJECTIVES OF THE FINANCIAL
SERVICES AUTHORITY 99 THE FINANCIAL SERVICES AUTHORITY'S GENERAL DUTIES
99 RESTRICTIONS ON THE SCOPE OF THE FSA'S REGULATORY POWER 100 THE
POWERS OF THE FINANCIAL SERVICES AUTHORITY 102 THE FINANCIAL SERVICES
AUTHORITY'S POWER TO MAKE REGULATORY RULES 102 LIABILITY FOR LOSSES
ARISING FROM AN INVESTMENT 102 FSA PRINCIPLES FOR BUSINESSES 104
INTRODUCTION 104 THE CORE PRINCIPLE OF BUSINESS INTEGRITY 104 THE
MEANING OF "INTEGRITY" 104 SUBJECTIVE AND OBJECTIVE INTEGRITY 105 THE
PHILOSOPHY OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 106 SECURITIES
UNDER THE REGULATED ACTIVITIES ORDER 107 INTRODUCTION 107 AUTHORISATION
IS NECESSARY TO CONDUCT A REGULATED ACTIVITY 107 THE GENERAL PROHIBITION
107 THE CRIMINAL PENALTY FOR UNAUTHORISED PERSONS WHO BREACH THE GENERAL
PROHIBITION 108 THE EFFECT OF AUTHORISED PERSONS ACTING OUTSIDE THEIR
AUTHORISATION 108 CONTENTS THE PRIVATE LAW UNENFORCEABILITY OF
AGREEMENTS ENTERED INTO IN BREACH 109 THE REGULATION OF "REGULATED
ACTIVITIES" UNDER FSMA 2000 109 THE DEFINITION OF "REGULATED ACTIVITY"
109 THE SIGNIFICANCE OF IDENTIFYING A REGULATED ACTIVITY 110 THE MEANING
OF "BUSINESS" 111 "SECURITIES" UNDER THE RAO 112 CRIMINAL AND REGULATORY
OFFENCES RELATED TO SECURITIES MARKET ACTIVITY 113 AN OVERVIEW OF THE
CRIMINAL LAW AND REGULATORY OFFENCES 113 THE DISCUSSION OF CRIMINAL LAW
IN THIS BOOK 113 INSIDER DEALING 113 THE POWER OF THE FSA TO PROSECUTE
IN RELATION TO INSIDER DEALING 114 CRIMINAL OFFENCES UNDER FSMA 2000 114
LIABILITY FOR MISLEADING STATEMENTS AND MARKET MANIPULATION UNDER FSMA
2000 115 MARKET ABUSE, USE OF INSIDE INFORMATION AND OTHER MISFEASANCE
115 THE SCOPE OF THE MARKET ABUSE CODE 115 THE DEFINITION OF "INSIDE
INFORMATION" 117 THE FSA MARKET TRIBUNAL 119 FINANCIAL PROMOTION 119
MIFID AND CONDUCT OF BUSINESS RULES 121 INTRODUCTION 121 CONDUCT OF
BUSINESS 122 THE MIFID CONDUCT OF BUSINESS PRINCIPLES 122 THE
REQUIREMENT THAT INVESTMENT FIRMS ACT HONESTLY, FAIRLY AND
PROFESSIONALLY 122 PREVENTION OF EXCLUSION OF LIABILITY 123 THE
OBLIGATION AS TO PROVISION OF INFORMATION 123 THE OBLIGATION TO PROVIDE
APPROPRIATE INFORMATION 124 CLIENT CLASSIFICATION UNDER MIFID: THE
OBLIGATIONS TO TAKE ACTIVE STEPS TO ASSESS THE CLIENT'S LEVEL OF
EXPERTISE, AND PERSONAL OBJECTIVES 125 CLIENT CLASSIFICATION UNDER COBS
126 THE NEED TO DOCUMENT TRANSACTIONS APPROPRIATELY 130 THE OBLIGATION
TO PROVIDE ADEQUATE REPORTS 131 BEST EXECUTION UNDER MIFID 131 CLIENT
ORDER HANDLING 132 STANDARD OF COMMUNICATION WITH CUSTOMERS AND A
COMPARISON WITH CASE LAW 133 SUITABILITY IN THE CONDUCT OF BUSINESS:
SUITABILITY OF METHOD OF SALE AND SUITABILITY OF THE PRODUCT IN ITSELF
134 THE OBLIGATION TO GIVE WARNINGS AS TO RISKS 134 ISSUES AS TO THE
NATURE OF FINANCIAL REGULATION WITHIN SECURITIES LAW 135 CONTENTS
SIGNIFICANT OVERLAPS BETWEEN FINANCIAL REGULATION AND SUBSTANTIVE LAW
135 THE STRUCTURE OF THE LAW OF FINANCE 137 THE NATURE OF HIGH-LEVEL
PRINCIPLES IN FINANCIAL REGULATION 138 CHAPTER 4*THEMES IN THE
HISTORICAL DEVELOPMENT OF SECURITIES LAW 142 INTRODUCTION 142 THE
HISTORICAL ROOTS OF SECURITIES LAW 143 THE CONTEXT IN WHICH THE EARLY
COMMON LAW ON PROSPECTUSES WAS FORMED 143 FROM THE SOUTH SEA BUBBLE
THROUGH THE GREAT CRASH OF 1929 TO TODAY 145 LEARNING THE LESSONS OF
HISTORY 145 THE SOUTH SEA BUBBLE 146 THE GREAT CRASH OF 1929 147 MODERN
MINIATURE DISASTERS: ENRON, WORLDCOM, BARINGS, BCCI AND SO ON . 148
LESSONS FROM THE HISTORY OF SECURITIES LAW 150 THE DEVELOPMENT OF MODERN
SECURITIES REGULATION 151 THE HISTORICAL DEVELOPMENT OF SECURITIES
REGULATION 151 SOME KEY CURRENT CONCEPTS HAVE BEEN IN THE LEGISLATION
SINCE THE NINETEENTH CENTURY 151 THE DEVELOPMENT OF SECURITIES LAW IN
THE TWENTIETH CENTURY 153 THE PRESENT POSITION 1 54 PART 2: PRACTICE IN
THE SECURITIES MARKETS CHAPTER 5*SECURITIES MARKETS IN THE UK 157
INTRODUCTION 157 THE MARKETS FOR SECURITIES IN THE UK 158 THE MARKETS
158 THE SITES OF SECURITIES DEALINGS IN THE UK: THE INFLUENCE OF THE EU
IN GENERATING NEW MARKETS AND NEW TRADING PLATFORMS 158 THE GROWTH OF
SECURITIES MARKETS WITH THE SOPHISTICATION AND COMPLEXITY OF ECONOMIC
ACTIVITY 159 THE SECURITIES MARKETS IN OUTLINE 160 THE FIRST TIER MARKET
161 THE LISTED MARKET 161 "PUBLIC COMPANIES" AND "LISTED COMPANIES" 162
CONTENTS THE TYPES OF PUBLIC COMPANIES WHICH BECOME LISTED COMPANIES 162
THE LONDON STOCK EXCHANGE 162 PRIMARY AND SECONDARY MARKETS 164 THE
SECOND TIER MARKETS 164 THE ALTERNATIVE INVESTMENT MARKET 164 THE
DEVELOPMENT OF SECURITIES REGULATION FROM NOW-DEFUNCT SECOND-TIER STOCK
MARKETS IN THE UK TOWARDS AIM 165 THE DEVELOPMENT OF THE NEW SECURITIES
REGULATION ARCHITECTURE OUT OF THESE SELF-REGULATORY SCHEMES 167 THE
THIRD TIER MARKETS: THE FUTURE AND MIFID 168 THE PROCESS OF ISSUING
SECURITIES 168 THE LISTING RULES, ADMISSION TO TRADING AND REGULATED
MARKETS 168 METHODS OF ISSUE AND UNDERWRITING 169 DIRECT INVITATION BY A
COMPANY 170 OFFERS FOR SALE 170 OFFER BY TENDER 171 PLACING OR SELECTIVE
MARKETING 172 RIGHTS ISSUE 172 BONUS OR CAPITALISATION ISSUES, AND THE
SCRIP DIVIDEND 174 STAGGING 175 UNDERWRITING 175 INTRODUCTION 175
COMPANIES' POWER TO PAY COMMISSION TO UNDERWRITERS 177 PERFORMANCE OF
UNDERTAKING TO UNDERWRITE DEBENTURES 178 THE FORM OF AN UNDERWRITING
AGREEMENT 178 FIRM UNDERWRITING 179 AUTHORITY TO APPLY FOR SHARES IN
UNDERWRITER'S NAME: UNCONDITIONAL AUTHORITY 179 AUTHORITY TO APPLY FOR
SHARES IN UNDERWRITER'S NAME: CONDITIONAL AUTHORITY 179 INVESTMENT
EXCHANGES AND CLEARANCE HOUSES ACT 2006 1 80 THE MISCHIEF AT WHICH THE
LEGISLATION WAS DIRECTED 180 THE POWERS OF THE FSA IN RELATION TO
EXCESSIVE REGULATORY PROVISIONS 181 IDENTIFYING AN "EXCESSIVE" PROPOSED
REGULATION 181 THE PRIVATE LAW EFFECT OF THE DISAPPLICATION OF A
REGULATION 183 THE DUTY TO NOTIFY A PROPOSAL TO MAKE REGULATORY
PROVISIONS 183 THE ACTUAL AMBIT OF S.300A COMPARED TO THE MISCHIEF AT
WHICH IT WAS AIMED 183 UNCERTIFICATED SECURITIES 184 THE UNCERTIFICATED
SECURITIES REGULATIONS 2001 184 CREST 185 CONTENTS CHAPTER 6*CORPORATE
GOVERNANCE AND PROCEDURES INTERNAL TO THE ISSUER OF SECURITIES 1 86
INTRODUCTION 1 86 ALLOTMENT OF SHARES 187 REGISTER OF SHARES 188
CORPORATE GOVERNANCE 188 INTRODUCTION 188 THE COMBINED CODE ON CORPORATE
GOVERNANCE 189 THE EMERGENCE OF THE COMBINED CODE 189 THE UNDERPINNING
PRINCIPLES OF THE COMBINED CODE 190 THE STRUCTURE OF THE COMBINED CODE
190 PRINCIPLES RELATING TO DIRECTORS 190 THE LEVEL AND MAKE-UP OF
REMUNERATION 192 ACCOUNTABILITY AND AUDIT 193 RELATIONS WITH
SHAREHOLDERS 194 THE LACK OF LEGAL EFFECT OF CORPORATE GOVERNANCE CODES
194 THE DECISION TO ISSUE SECURITIES 195 INTRODUCTION: VESTED INTERESTS
AND THE SELECTION OF CAPITAL STRATEGIES 195 ADMISSION TO LISTING FOR
PUBLIC COMPANIES 196 FINANCIAL ASSISTANCE 196 INTRODUCTION 196 THE
PROHIBITION ON FINANCIAL ASSISTANCE IN THE COMPANIES ACT 2006 197 THE
EXTENT OF THE PROHIBITIONS ON FINANCIAL ASSISTANCE 197 A BREACH OF ANY
OF THE PROHIBITIONS IS A CRIMINAL OFFENCE 198 THE MEANING OF FINANCIAL
ASSISTANCE AS DEVELOPED IN THE CASE LAW 198 THE PATTERN IN THE CASES 198
THE TYPES OF ACTIVITY WHICH CONSTITUTE FINANCIAL ASSISTANCE 199 WHETHER
THE PURPOSE OF ACQUIRING SHARES IS INCIDENTAL TO A LARGER TRANSACTION
201 CIRCUMSTANCES IN WHICH THERE WILL NOT BE FINANCIAL ASSISTANCE UNDER
STATUTE 203 UNCONDITIONAL EXCEPTIONS UNDER STATUTE 203 CONDITIONAL
EXCEPTIONS UNDER STATUTE 203 THE EFFECT OF TRANSACTIONS BEING TAINTED
WITH FINANCIAL ASSISTANCE UNDER PRIVATE LAW 204 THE RESTRICTION ON A
COMPANY BUYING ITS OWN SHARES 205 INTRODUCTION 205 RESTRICTIONS ON A
COMPANY BUYING ITS OWN SHARES 205 OPEN-ENDED INVESTMENT COMPANIES 206
PERSONS RESPONSIBLE FOR THE DOCUMENTATION OFFERING SECURITIES 206
CONTENTS PART 3: THE MARKETING OF SECURITIES CHAPTER 7*FINANCIAL
PROMOTION 209 INTRODUCTION 209 THE SCOPE OF THE FINANCIAL PROMOTION CODE
209 THE PRACTICE OF MARKETING SECURITIES 210 FINANCIAL PROMOTION 211 THE
FUNDAMENTALS OF THE RESTRICTION ON FINANCIAL PROMOTION 211 STATUTORY
RESTRICTIONS ON FINANCIAL PROMOTION 211 THE CENTRAL RESTRICTION ON
FINANCIAL PROMOTION 211 THE POLICY UNDERPINNING THE RESTRICTION 212 THE
CONSEQUENT EXCLUSION OF AUTHORISED COMMUNICATIONS BY AUTHORISED PERSONS
212 WHAT CONSTITUTES "BUSINESS" 213 WHAT CONSTITUTES A "COMMUNICATION"
213 WHAT CONSTITUTES ENGAGEMENT IN AN INVESTMENT ACTIVITY 213 WHAT
CONSTITUTES "INVESTMENT" 213 THE DEFINITION OF ENGAGEMENT IN INVESTMENT
ACTIVITY 213 COMMUNICATIONS FROM OUTSIDE THE UNITED KINGDOM 214 CONDUCT
OF BUSINESS REGULATION IN RELATION TO AUTHORISED PERSONS 215 THE MIFID
CONDUCT OF BUSINESS PRINCIPLES IN RELATION TO COMMUNICATIONS 215 FSA
FINANCIAL PROMOTION RULES 216 FSA CONDUCT OF BUSINESS PRINCIPLES 217
COMMUNICATIONS WITH CLIENTS GENERALLY UNDER COBS 217 COMMUNICATIONS
SPECIFICALLY WITH RETAIL CUSTOMERS 218 EXEMPTIONS FROM THE FINANCIAL
PROMOTION CODE 218 INTRODUCTION 218 THE POWER TO CREATE EXEMPTIONS
CONTAINED IN S.21 OF FSMA 2000 218 THE FINANCIAL PROMOTION ORDER 2005
219 THE SCOPE OF THE FINANCIAL PROMOTIONS ORDER 2005 219 COMMUNICATIONS
FROM OUTSIDE THE UK, AND OFFSHORE WEBSITES 219 COMMUNICATIONS WHERE THE
FIRST APPROACH IS MADE BY THE CUSTOMER 220 FOLLOW-UP COMMUNICATIONS 220
GENERIC COMMUNICATIONS 221 CRIMINAL OFFENCES FOR CONTRAVENTION OF THE
FINANCIAL PROMOTION RESTRICTION 22 1 THE OFFENCE AND PENALTIES 221
DEFENCES 222 PRIVATE LAW CONSEQUENCES OF A BREACH OF THE FINANCIAL
PROMOTION RESTRICTION 223 CONTENTS THE ENFORCEABILITY OF AGREEMENTS
ENTERED INTO WHEN THERE HAS BEEN A BREACH OF S.21 OF FSMA 2000 223 THE
PRINCIPLE IN S.30 OF FSMA 2000 223 PROPRIETARY AND PERSONAL REMEDIES FOR
THE NON-DEFAULTING PARTY; BARGAIN UNENFORCEABLE FOR THE DEFAULTING PARTY
223 A POWER IN THE COURT TO ENFORCE AN AGREEMENT AGAINST A NON-
DEFAULTING PARTY WHERE JUST AND EQUITABLE TO DO SO 225 CONSEQUENTIAL
MATTERS RELATING TO THE ENFORCEABILITY OF AGREEMENTS 226 FINANCIAL
PROMOTION AND ADVERTISEMENT OF SECURITIES SPECIFICALLY 22 6 INTRODUCTION
226 ADVERTISEMENTS IN CONNECTION WITH OFFERS OF SECURITIES UNDER THE
PROSPECTUS REGULATIONS 2005 227 PART 4: PUBLIC OFFERS OF SECURITIES,
LISTING AND TRADING ON REGULATED MARKETS CHAPTER 8*OFFERS OF SECURITIES
TO THE PUBLIC: AN OVERVIEW 23 1 INTRODUCTION 23 1 AN OVERVIEW OF THE LAW
RELATING TO LISTED SECURITIES 232 THE PRINCIPAL ISSUES RELATING TO THE
LAW ON LISTED SECURITIES 232 AN OUTLINE OF THE KEY PROVISIONS OF THE
LISTING RULES 234 THE REQUIREMENT FOR A PROSPECTUS 234 CONTINUING
OBLIGATIONS 234 CIVIL LIABILITY FOR OFFERS OF SECURITIES 236 PERSONS
RESPONSIBLE FOR THE PROSPECTUS 236 THE SCOPE OF "OFFERS OF SECURITIES TO
THE PUBLIC" 236 INTRODUCTION 236 THE SCOPE OF THIS SECTION 236 EXCLUSION
OF PRIVATE COMPANIES FROM ABILITY TO OFFER SECURITIES TO THE PUBLIC 237
THE MEANING OF AN "OFFER TO THE PUBLIC" 237 THE TWO SENSES IN WHICH AN
OFFER TO THE PUBLIC IS DEFINED IN FSMA 2000 237 THE MEANING OF "AN OFFER
OF TRANSFERABLE SECURITIES TO THE PUBLIC" 237 MATTERS WHICH FALL OUTSIDE
THE NOTION OF AN OFFER OF TRANSFERABLE SECURITIES 239 "SECURITIES" AND
"TRANSFERABLE SECURITIES" 240 THE DEFINITION OF "SECURITIES" 240 THE
DEFINITION OF "TRANSFERABLE SECURITIES" 240 CONTENTS THE DEFINITION OF
THE "ISSUER" OF SECURITIES 243 THE MEANING OF THE TERMS "PROSPECTUS" AND
"LISTING PARTICULARS" 243 INTRODUCTION 243 PROSPECTUS 244 LISTING
PARTICULARS 244 THE STRUCTURE OF THE REGULATION OF LISTED SECURITIES 246
THE SOURCES OF THE LAW ON ADMISSION TO THE OFFICIAL LIST 246 PART VI OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000: THE GENERAL SCHEME 248
MANNER OF GIVING EFFECT TO THE EC DIRECTIVES BY THE ACT 248 THE OUTLINE
OF THE FSA SECURITIES REGULATIONS 249 INTRODUCTION 249 THE LISTING RULES
250 THE PROSPECTUS RULES 250 THE DISCLOSURE AND TRANSPARENCY RULES 250
PRIVATE COMPANIES MAY NOT OFFER SECURITIES TO THE PUBLIC 251 THE GENERAL
PROHIBITION 251 MEANING OF "OFFER TO THE PUBLIC" IN THE CONTEXT OF A
PRIVATE COMPANY 252 ENFORCEMENT OF THE PROHIBITION 252 CHAPTER 9 * THE
PRINCIPLES UNDERPINNING THE LISTING RULES 254 INTRODUCTION 254 THE
LISTING RULES 255 THE COMPOSITION OF THE CURRENT LISTING RULES 255 THE
POWER TO CREATE THE LISTING RULES 255 THE EMERGENCE OF THE CURRENT
LISTING RULES 255 FORERUNNERS TO THE CURRENT LISTING RULES 257 THE
SIGNIFICANCE OF THE LAY-OUT AND COMPOSITION OF THE LISTING RULES
POST-2000 257 THE POWER OF UKLA TO MODIFY OR DISPENSE WITH ITS RULES 258
UKLA'S REGULATORY PRINCIPLES 260 THE SIX REGULATORY PRINCIPLES 260 THE
ROLE OF THE SIX PRINCIPLES 260 ECONOMIC EFFICIENCY IN THE USE OF UKLA'S
OWN RESOURCES 261 PROPORTIONALITY 261 FACILITATING INNOVATION 262 THE
INTERNATIONAL CHARACTER OF CAPITAL MARKETS 263 MINIMISATION OF EFFECTS
ON COMPETITION 264 FACILITATING COMPETITION 264 THE INTERACTION WITH
FSA'S GENERAL ROLE AS THE UK'S FINANCIAL REGULATOR 265 THE LISTING
PRINCIPLES 265 CONTENTS THE SCOPE OF THE OBLIGATIONS IMPOSED ON THE
ISSUER BY THE LISTING PRINCIPLES 265 THE LISTING PRINCIPLES*IMPOSING
GENERAL OBLIGATIONS ON THE ISSUER 265 THE INTRODUCTION OF THE LISTING
PRINCIPLES 265 (1) ENABLING DIRECTORS TO UNDERSTAND THEIR OBLIGATIONS
267 (2) MAINTENANCE OF ADEQUATE PROCEDURES, SYSTEMS AND CONTROLS 268 (3)
LISTED COMPANIES MUST ACT WITH INTEGRITY 270 (4) COMMUNICATIONS OF
INFORMATION SO AS TO AVOID THE CREATION OF A FALSE MARKET 272 (5) ALL
SHAREHOLDERS TO BE PLACED IN THE SAME POSITION 272 (6) DEALINGS OF
LISTED COMPANIES WITH UKLA 272 CONTINUING OBLIGATIONS IN THE LISTING
RULES 273 INTRODUCTION 273 CONTINUING OBLIGATIONS ON LISTED COMPANIES
IMPOSED BY THE EC DIRECTIVES 273 CONTINUING OBLIGATIONS UNDER THE
LISTING RULES 274 CHAPTER 10*THE MODEL CODE AND INSIDE INFORMATION 27 9
THE MODEL CODE WITHIN THE LISTING RULES 279 THE MODEL CODE AND CORPORATE
GOVERNANCE 279 THE MODEL CODE AND OTHER CONTINUING OBLIGATIONS IN
SECURITIES LAW 280 THE MODEL CODE 281 THE PURPOSE OF THE MODEL CODE 281
HOW THE MODEL CODE INTERACTS WITH THE GENERAL LAW ON THE USE OF INSIDE
INFORMATION 282 THE JURISPRUDENTIAL NATURE OF THE MODEL CODE 282 THE
CENTRAL RESTRICTION IN THE MODEL CODE 283 THE DEFINITION OF KEY TERMS
WITHIN THE MODEL CODE 284 "RESTRICTED PERSONS" 284 "DEALING IN
SECURITIES" 285 "PROHIBITED PERIOD" 286 EXEMPT DEALINGS IN SECURITIES
287 INSIDE INFORMATION 287 THE DISCUSSION OF INSIDE INFORMATION
ELSEWHERE IN THIS BOOK 287 THE DEFINITION OF "INSIDE INFORMATION" 288
WHEN THE USE OF INSIDE INFORMATION CONSTITUTES MARKET ABUSE 288
OBTAINING CLEARANCE 290 THE PROCEDURE FOR OBTAINING CLEARANCE 290
CIRCUMSTANCES IN WHICH CLEARANCE SHOULD ALWAYS BE REFUSED, UNLESS AN
EXCEPTIONAL CIRCUMSTANCE 291 OBLIGATION TO MAKE PUBLIC DEALINGS BY
RESTRICTED PERSONS 292 MATTERS RELATING TO INSIDE INFORMATION WHICH MUST
BE DISCLOSED 292 CONTENTS THE ROLE OF THE DISCLOSURE RULES IN RELATION
TO INSIDE INFORMATION 292 OBLIGATION OF NOTIFICATION IMPOSED ON THE
ISSUER IN RELATION TO INSIDER INFORMATION 293 FURTHER POWERS TO COMPEL
PUBLICATION UNDER THE DISCLOSURE RULES 294 SANCTIONS FOR BREACH OF
CONTINUING OBLIGATIONS 295 FURTHER POWERS UNDER THE DISCLOSURE RULES 295
CHAPTER 11*ADMISSION TO LISTING 296 INTRODUCTION 296 SOURCES OF LAW ON
ADMISSION TO LISTING 296 THE CONSOLIDATED ADMISSION AND REPORTING
DIRECTIVE 2001 297 OBLIGATIONS IN RELATION TO THE PROVISION OF
INFORMATION 297 SUMMARY OF THE PRE-CONDITIONS FOR ADMISSION TO LISTING
298 ADMISSION TO LISTING 299 FUNDAMENTALS OF THE APPLICATION FOR
ADMISSION TO LISTING 299 THE PRECONDITIONS FOR MAKING AN APPLICATION FOR
LISTING 299 ADMISSION TO LISTING MAY BE SUBJECT TO CONDITIONS 299
GENERAL PROHIBITIONS ON PARTICULAR TYPES OF LISTING 300 BASIC CONDITIONS
FOR ADMISSION TO LISTING 300 GENERAL CONDITIONS FOR LISTING 300 THE
IMPOSITION OF SPECIFIC CONDITIONS FOR LISTING 301 DEVELOPMENT IN THE
INTERNAL DIVISION OF THE LISTING RULES 301 GENERAL CONDITIONS TO BE
SATISFIED BY THE APPLICANT BEFORE LISTING 302 THE STRUCTURE OF THE
GENERAL CONDITIONS 302 REQUIREMENT THAT THE APPLICANT BE DULY
CONSTITUTED AND OPERATING 302 REQUIREMENTS AS TO PUBLISHED FINANCIAL
INFORMATION 302 REQUIREMENTS IN RELATION TO ACCOUNTS 303 REQUIREMENTS AS
TO THE COMPANY'S MANAGEMENT 303 REQUIREMENTS AS TO WORKING CAPITAL 304
REQUIREMENT FOR A PROSPECTUS 305 CONDITIONS TO BE SATISFIED IN RELATION
TO THE SECURITIES 305 THE CONDITIONS IN OUTLINE 305 ADMITTANCE TO
TRADING ON RIE 305 SECURITIES MUST BE VALIDLY ISSUED AND FREELY
TRANSFERABLE 306 MARKET CAPITALISATION 306 WHOLE OF CLASS IN ISSUE 307
CONDITION THAT THERE BE A PROSPECTUS 307 DOCUMENTATION REQUIRED AS PART
OF THE APPLICATION PROCEDURE: LISTING PARTICULARS AND PROSPECTUSES 307
THE APPLICATION PROCEDURE FOR ADMISSION TO THE OFFICIAL LIST 309 THE
VARIOUS CODES FOR APPLICATIONS FOR ADMISSION TO LISTING 309 UKLA'S
APPROACH TO CONSIDERING APPLICATIONS 309 CONTENTS APPLICATIONS FOR
ADMISSION TO LISTING IN RELATION TO EQUITY SECURITIES 309 APPLICATIONS
FOR ADMISSION TO LISTING IN RELATION TO DEBT SECURITIES 311 APPLICATIONS
FOR ADMISSION TO LISTING IN RELATION TO BLOCK LISTING OF SECURITIES 311
APPLICATIONS FOR ADMISSION TO LISTING BY WAY OF FORMAL APPLICATION 312
APPLICATIONS FOR ADMISSION TO LISTING IN RELATION TO SCH.LLA SECURITIES
312 ANNOUNCEMENT OF ADMISSION TO LISTING 313 SPONSORS 313 INTRODUCTION
313 THE ROLE OF SPONSORS 313 THE REQUIREMENT FOR SPONSORS AND LISTING
AGENTS 316 DISCIPLINARY ACTIONS IN RELATION TO SPONSORS 318 ACCEPTANCE
AND REFUSAL OF LISTING APPLICATIONS 318 REFUSAL OF LISTING APPLICATION
318 SANCTIONS*FINANCIAL PENALTIES AND DISCONTINUANCE OF LISTING 319
IMMUNITY 319 JUDICIAL REVIEW 320 FINANCIAL PROMOTION AND ADVERTISEMENTS
320 INTRODUCTION 320 ADVERTISEMENTS IN CONNECTION WITH LISTING
APPLICATIONS 320 RESTRICTIONS ON FINANCIAL PROMOTION 320 CHAPTER
12*PROSPECTUSES 323 INTRODUCTION 324 THE FUNDAMENTAL PRINCIPLES OF THE
REGULATION OF PROSPECTUSES 324 THE PROSPECTUS AS THE PRINCIPAL MEANS OF
PROVIDING INFORMATION TO INVESTORS 324 THE STATUTORY REQUIREMENT FOR A
PROSPECTUS 324 THE REFORM OF THE REGULATORY TREATMENT OF LISTED AND OF
UNLISTED SECURITIES 325 THE PRINCIPLES OF THE PROSPECTUS RULES 325 THE
CONTENTS OF THE PROSPECTUS RULES 325 THE APPLICABILITY OF THE PROSPECTUS
RULES BEYOND LISTED SECURITIES 326 WHAT IS A PROSPECTUS? 327 THAT THIS
CHAPTER ONLY CONSIDERS OFFERS OF TRANSFERABLE SECURITIES TO THE PUBLIC
OR REQUESTS FOR ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET
327 THE SHAPE OF THE DISCUSSION OF THE REGULATION OF PROSPECTUSES IN
THIS CHAPTER 328 CONTENTS A SUMMARY OF THE PROSPECTUS RULES 328 THE
CONTRACTUAL ROLE OF THE PROSPECTUS UNDER THE GENERAL LAW 328 A BRIEF
HISTORICAL INTRODUCTION TO THE LAW ON PROSPECTUSES 329 AN OUTLINE OF THE
REGULATION OF PROSPECTUSES 330 THE STRUCTURE OF THE REGULATION OF
PROSPECTUSES 330 THE PROSPECTUS DIRECTIVE 331 THE POLICY UNDERPINNING
THE PROSPECTUS DIRECTIVE 331 THE CORE PRINCIPLES OF THE PROSPECTUS
DIRECTIVE 332 THE GOALS OF PROSPECTUS REGULATION 333 THE EXTENT OF THE
REQUIREMENT FOR A PROSPECTUS 334 INTRODUCTION 334 OFFERS OF TRANSFERABLE
SECURITIES REQUIRE THE PUBLICATION OF AN APPROVED PROSPECTUS: S.85(L) OF
FSMA 2000 334 THE FIRST HEAD OF LIABILITY UNDER S.85 OF FSMA 2000 334
THE MEANING OF "TRANSFERABLE SECURITIES" IN S.85(L) OF FSMA 2000 335 THE
SENSE IN WHICH MATTERS ARE "UNLAWFUL" UNDER S.85(L) OF FSMA 2000 335
EXCLUSIONS FROM THE AMBIT OF "TRANSFERABLE SECURITIES" IN THE PROSPECTUS
RULES 335 REQUESTS FOR ADMISSION TO TRADING ON A REGULATED MARKET
REQUIRE A PROSPECTUS 337 THE PENALTIES FOR THE CRIMINAL OFFENCES UNDER
S.85 OF FSMA 2000 338 PRIVATE LAW LIABILITY FURTHER TO S.85 OF FSMA 2000
338 THE NATURE OF THE LIABILITY 338 LIABILITY FOR BREACH OF STATUTORY
DUTY SIMPLICITER IN TORT 339 THE EFFECT OF THE IMPLIED NATURE OF THE
ISSUER'S DUTIES 340 EXEMPTIONS 340 EXEMPTIONS FROM THE REQUIREMENT FOR A
PROSPECTUS 340 THE SCOPE OF THE EXEMPTIONS 340 OFFERS TO QUALIFIED
INVESTORS 341 RESTRICTED OFFERS 342 LARGE ISSUES 343 LARGE DENOMINATION
ISSUES 343 ISSUES OF SMALL AMOUNTS 343 QUALIFIED INVESTOR ACTING AS
AGENT 344 FURTHER CATEGORIES OF EXEMPT SECURITIES IN THE PROSPECTUS
RULES 344 CERTAIN TRANSACTIONS WHERE THE ISSUER ELECTS TO HAVE A
PROSPECTUS 345 THE GENERAL DUTY OF DISCLOSURE 34 6 THE GENERAL DUTY OF
DISCLOSURE OF INFORMATION IN PROSPECTUSES 346 THE DUTY OF DISCLOSURE IN
S.87A OF FSMA 2000 346 (1) THE SCOPE OF THE APPLICATION OF THE DUTY OF
DISCLOSURE 347 (2) THE "INFORMED ASSESSMENT" TEST 347 (3) THE RELEVANT
INFORMATION TO BE PROVIDED 350 CONTENTS (4) INFORMATION AS TO THE RIGHTS
ATTACHING TO THE SECURITIES 350 THE REQUIREMENT FOR COMPREHENSIVE AND
EASILY ANALYSABLE PRESENTATION OF THE NECESSARY INFORMATION 351
COMPARISON WITH THE GENERAL DUTY OF DISCLOSURE FOR LISTING PARTICULARS
IN S.80 OF FSMA 2000 351 THE SIGNIFICANCE OF THE GENERAL DUTY OF
DISCLOSURE IN S.87A OF FSMA 2000 352 THE REQUIREMENT FOR A SUPPLEMENTARY
PROSPECTUS: S.87G OF FSMA 2000 353 WHEN A SUPPLEMENTARY PROSPECTUS WILL
BE REQUIRED 353 THE "RELEVANT PERIOD" FOR THE SUBMISSION OF A
SUPPLEMENTARY PROSPECTUS 353 THE REQUIREMENT OF "SIGNIFICANCE" 354
WHETHER THE ISSUER MUST HAVE NOTICED THE NEW FACTOR, MISTAKE OR
INACCURACY 354 THE OBLIGATION IMPOSED ON PERSONS RESPONSIBLE FOR THE
PROSPECTUS TO NOTIFY THE ISSUER OF THE NEED FOR A SUPPLEMENTARY
PROSPECTUS 355 THE REQUIREMENT FOR A SUMMARY WITH A PROSPECTUS 355
EXEMPTIONS FROM DISCLOSURE: AUTHORISATION BY THE FSA OF THE OMISSION OF
INFORMATION UNDER S.87B OF FSMA 2000 356 THE MANNER IN WHICH A REQUEST
TO AUTHORISED OMISSION OF INFORMATION SHOULD BE MADE 358 THE COMPOSITION
OF THE FSA PROSPECTUS RULES 35 8 AN OUTLINE OF THE PROSPECTUS RULES
RELATING TO THE PREPARATION OF PROSPECTUSES 358 THE SCOPE OF THE
PROSPECTUS RULES AS SET OUT IN FSMA 2000 359 THE SCOPE OF THE PROSPECTUS
RULES AS SET OUT IN THE PROSPECTUS RULES THEMSELVES 360 THE FOUR
CONTEXTS TO WHICH THE PROSPECTUS RULES APPLY THE GENERAL OBLIGATION TO
OBEY RULES 360 THE APPROVAL OF A PROSPECTUS 361 CRITERIA FOR THE
APPROVAL OF A PROSPECTUS BY THE FSA 362 THE APPROVAL AND PUBLICATION
PROCEDURE 362 DECISIONS ON APPLICATIONS FOR APPROVAL OF A PROSPECTUS 363
TRANSFERS OF APPLICATIONS BETWEEN THE COMPETENT AUTHORITIES OF EEA
STATES 363 CERTIFICATION OF "PASSPORTED" PROSPECTUSES 364 THE CONTENTS
OF A PROSPECTUS 365 THE CENTRAL PRINCIPLE AS TO THE CONTENTS OF A
PROSPECTUS 365 THE REQUIRED CONTENTS OF A PROSPECTUS 366 THE BASIC
REQUIREMENT AS TO THE CONTENTS OF A PROSPECTUS IMPOSED ON THE FSA 366
THE FORM AND DESCRIPTION OF THE CONTENTS OF A PROSPECTUS 366 THE
REQUIREMENT FOR A SUMMARY 367 CONTENTS THE REQUIREMENT FOR "NECESSARY
INFORMATION" 368 DETAILED REQUIRED CONTENTS OF CERTAIN ASPECTS AND TYPES
OF PROSPECTUSES 368 CONDONING THE OMISSION OF MATERIAL FROM A PROSPECTUS
370 THE FSA MAY IMPOSE CONDITIONS BEFORE APPROVAL IS GRANTED 370
INCORPORATION BY REFERENCE 370 THE BUILDING BLOCKS IN THE PD REGULATION
371 THE RIGHT OF INVESTOR TO WITHDRAW 371 REGISTRATION OF INVESTORS 371
COMPENSATION AND PERSONS RESPONSIBLE FOR THE PROSPECTUS 372 PENALTIES
FOR BREACH OF THE PROSPECTUS RULES 372 CHAPTER 13*LISTING PARTICULARS
374 THE CONTEXTS IN WHICH LISTING PARTICULARS ARE REQUIRED 374 OFFERS OF
SECURITIES TO EXPERT INVESTORS 374 APPLICATIONS FOR ADMISSION TO LISTING
IN RELATION TO SCH.LLA SECURITIES 374 THE REGULATIONS RELATING TO THE
PREPARATION OF LISTING PARTICULARS 375 THE GENERAL DUTY OF DISCLOSURE IN
LISTING PARTICULARS 376 QUALIFICATIONS TO THE GENERAL DUTY OF DISCLOSURE
379 THE EXTENT OF THE GENERAL DUTY OF DISCLOSURE 379 THE NATURE OF THE
ISSUER AND OF THE SECURITIES 380 THE INFORMATION REQUIRED BY LIKELY
INVESTORS 380 THE REASONABLE KNOWLEDGE OF PROFESSIONAL ADVISORS 381
INFORMATION ALREADY PROVIDED THROUGH ALTERNATIVE MEANS 381 OTHER MATTERS
381 THE REQUIRED CONTENTS OF LISTING PARTICULARS 382 AUTHORISATION TO
OMIT INFORMATION FROM LISTING PARTICULARS 383 SUPPLEMENTARY LISTING
PARTICULARS 384 "PERSONS RESPONSIBLE" FOR LISTING PARTICULARS UNDER FSMA
2000 385 CHAPTER 14*TRANSPARENCY OBLIGATIONS 387 INTRODUCTION 387
FUNDAMENTALS OF THE OBLIGATIONS TO PUBLISH INFORMATION UNDER THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 38 8 INTRODUCTION 388 THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 389 IMPLEMENTATION OF THE POLICIES
UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE IN MEMBER STATES 390
TRANSPARENCY OBLIGATIONS UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 391 CONTENTS THE STRUCTURE OF UK SECURITIES LAW IN THIS CONTEXT 391
THE GENERAL APPROACH OF THE "TRANSPARENCY RULES" IN THE FSMA 2000 392
POWER TO MAKE RULES 392 THE RELATIONSHIP BETWEEN THE EC TRANSPARENCY
OBLIGATIONS DIRECTIVE AND THE FSA TRANSPARENCY RULES 392 THE COMPOSITION
OF THE DISCLOSURE AND TRANSPARENCY RULES 393 THE MARKETS AND SECURITIES
WHICH ARE COVERED BY THE TRANSPARENCY RULES 393 OTHER MATTERS WHICH MAY
BE COVERED IN FSA REGULATION 395 SUMMARY OF THE INFORMATION TO BE
PROVIDED 396 ISSUER'S DISCLOSURE OBLIGATIONS IN RELATION TO VOTEHOLDER
INFORMATION 396 "VOTEHOLDER INFORMATION" AND "VOTING RIGHTS" 396
SIGNIFICANT CHANGES IN SHAREHOLDING 397 NOTIFICATIONS BY SHAREHOLDERS IN
RELATION TO SIGNIFICANT SHAREHOLDINGS 398 INITIAL NOTIFICATIONS 399
SUBSEQUENT NOTIFICATION 401 NOTIFIABLE CHANGES 401 PROVISION OF
INFORMATION BY ISSUERS OF TRANSFERABLE SECURITIES 401 GENERAL
OBLIGATIONS TO PROVIDE INFORMATION ON ISSUERS OF ALL FORMS OF SECURITY
401 OBLIGATIONS TO PROVIDE INFORMATION IMPOSED ONLY ON ISSUERS OF SHARES
403 PROPOSED AMENDMENT TO CONSTITUTION 404 THE SCOPE OF TRANSPARENCY
OBLIGATIONS IN RELATION TO CONTROL OF VOTING RIGHTS IN ISSUERS 405 THE
EXTENDED DEFINITIONS OF "SHAREHOLDER" AND "HOLDER OF VOTING RIGHTS" FOR
THE PURPOSES OF TRANSPARENCY OBLIGATIONS 405 THE EXTENSION OF THIS
DEFINITION TO "COMPARABLE INSTRUMENTS" 407 OWNERSHIP OF VOTING RIGHTS BY
MORE THAN ONE PERSON AT THE SAME TIME 407 THE ROLE OF THE FSA IN
TRANSMITTING TRANSPARENCY INFORMATION 408 THE FSA'S POWERS TO CALL FOR
INFORMATION 408 THE MECHANICS OF PROVIDING INFORMATION TO THE FSA 410
THE CONCEPT OF "CONTROL" IN RELATION TO PROVISION OF INFORMATION IN
TRANSPARENCY OBLIGATIONS 411 POWERS EXERCISABLE IN THE EVENT OF AN
INFRINGEMENT OF TRANSPARENCY OBLIGATIONS 412 PUBLIC CENSURE OF THE
ISSUER FOR BREACH OF TRANSPARENCY OBLIGATIONS 412 PROHIBITION OR
SUSPENSION OF TRADING IN SECURITIES 413 CORPORATE GOVERNANCE RULES 414
CONTENTS RESPONSIBILITY FOR MISLEADING STATEMENTS FURTHER TO THE
TRANSPARENCY RULES 415 THE PURPOSE OF S.90A OF FSMA 2000 415 THE
PUBLICATIONS AND SECURITIES IN RELATION TO WHICH MISLEADING STATEMENTS
WILL GIVE RISE TO LIABILITY UNDER S.90A 416 THE PERSONS WHO ARE LIABLE
UNDER S.90A 416 THE STATUTORY EXCLUSION OF OTHER HEADS OF LIABILITY
BEYOND S.90A OF FSMA 2000 418 EXERCISE OF POWERS WHERE THE UK IS THE
HOST MEMBER STATE 419 DISCLOSURE OF INSIDE INFORMATION 421 PENALTIES FOR
BREACH OF THE TRANSPARENCY RULES 422 CHAPTER 15*DISCONTINUANCE OF
LISTING 424 INTRODUCTION 424 DISCONTINUANCE AND SUSPENSION OF LISTING
AND OF TRADING ON A REGULATED MARKET 424 INTRODUCTION 424 SUSPENSION OF
LISTING, OF TRADING ON A REGULATED MARKET, AND RELATED MATTERS 425 THE
POWERS OF THE FSA IN RELATION TO SUSPENSION AND PROHIBITION OF
TRANSACTIONS 425 POWER TO DISCONTINUE AND TO SUSPEND LISTING 425 THE
PROCEDURE FOR THE DISCONTINUANCE OR SUSPENSION OF LISTING 426 POWER TO
SUSPEND OR PROHIBIT AN OFFER TO THE PUBLIC UNDER FSMA 2000 428 POWER TO
PROHIBIT ADMISSION TO TRADING ON A REGULATED MARKET 429 POWER TO ORDER
MARKET OPERATOR TO SUSPEND TRADING ON A REGULATED MARKET 430 SUSPENSION
OF TRADING ON A REGULATED MARKET UNDER THE DISCLOSURE AND TRANSPARENCY
RULES 430 SUSPENSION OF LISTING UNDER THE LISTING RULES 431 THE TWO
BASES FOR SUSPENSION UNDER THE LISTING RULES 431 GUIDANCE AS TO THE
CIRCUMSTANCES IN WHICH SUSPENSION MAY BE ORDERED 431 THE EFFECTS OF A
SUSPENSION UNDER THE LISTING RULES 433 SUSPENSION AT THE ISSUER'S
REQUEST 433 CANCELLATION OF LISTING UNDER THE LISTING RULES 434 THE
GENERAL PRINCIPLES SURROUNDING CANCELLATION OF LISTING 434 PARTICULAR
REQUIREMENTS FOR CANCELLATION OF THE LISTING OF EQUITY SECURITIES 435
PARTICULAR REQUIREMENTS FOR CANCELLATION OF THE LISTING OF NON-EQUITY
SECURITIES 436 CONTENTS PARTICULAR REQUIREMENTS FOR CANCELLATION OF THE
LISTING OF SECURITIES IN RELATION TO TAKEOVER OFFERS 436 CANCELLATION OF
TRADING IN A FINANCIAL INSTRUMENT ON A REGULATED MARKET 436 RESTORING
LISTING 437 CENSURE 437 THE AMBIT OF THIS SECTION . 437 CENSURE AND
PUBLICATION OF CENSURE 437 CENSURE UNDER FSMA 2000 437 CENSURE OR
FINANCIAL PENALTY FOR BREACH OF THE DISCLOSURE RULES 438 PUBLIC CENSURE
OF SPONSOR 438 RELATED PROCEDURAL RULES 438 PROCEDURAL MATTERS 438
POWERS IN RELATION TO INVESTIGATIONS 439 CHAPTER 16*THE OPERATION OF THE
LISTING RULES 440 INTRODUCTION 440 THE ROLE OF UKLA AS THE COMPETENT
AUTHORITY 441 THE FSA ACTING AS THE UK'S COMPETENT AUTHORITY 441 THE
REGULATORY PRINCIPLES INCUMBENT ON THE FSA 441 FULL DISCUSSIONS OF THESE
PRINCIPLES ELSEWHERE IN THIS BOOK 441 THE REGULATORY PRINCIPLES RELATING
TO LISTING, IN OUTLINE 441 THE OBLIGATION TO MAINTAIN THE OFFICIAL LIST
442 POWERS OF CENSURE AND PUNISHMENT 443 TREASURY SUPERVISION OF THE
COMPETENT AUTHORITY 443 CONTINUING OBLIGATIONS IN THE LISTING RULES 444
CONTINUING OBLIGATIONS CONSIDERED ELSEWHERE IN THIS BOOK 444 STATUTORY
DUTIES OF DISCLOSURE IN PROSPECTUSES AND IN LISTING PARTICULARS 444
TRANSPARENCY OBLIGATIONS 444 GENERAL CONTINUING OBLIGATIONS IN THE
LISTING RULES 445 RULES WHICH MUST BE COMPLIED WITH ON A CONTINUING
BASIS 445 CONTINUING OBLIGATIONS TO KEEP THE FSA INFORMED OF
ADMINISTRATIVE MATTERS 445 CONTINUING OBLIGATIONS AS TO THE EQUAL
TREATMENT OF SHAREHOLDERS 445 CONTINUING OBLIGATIONS IN RELATION TO
MARKET ABUSE AND INSIDE INFORMATION 446 CONTINUING OBLIGATIONS OF
DISCLOSURE IN RELATION TO INSIDE INFORMATION, MARKET ABUSE AND THE
LISTING RULES 446 MARKET ABUSE AND LISTED COMPANIES 446 THE CONTINUING
OBLIGATIONS OF DISCLOSURE IN THE FSA DISCLOSURE AND TRANSPARENCY RULES
446 CONTENTS THE MANNER IN WHICH MARKET ABUSE IS REGULATED IN OTHER
SECURITIES REGULATIONS 448 THE MODEL CODE AND INSIDE INFORMATION 448 THE
SCHEME FOR THE REGULATION OF MARKET ABUSE BY THE FSA IN "MAR 1" 449
COMMUNICATIONS BY LISTED COMPANIES 450 INTRODUCTION 450 THE PRINCIPLES
GOVERNING THE CONTENT OF COMMUNICATIONS 450 THE REQUIREMENT FOR
CIRCULARS 451 PENALTIES FOR BREACH OF THE LISTING RULES 451 CHAPTER
17*REGULATIONS RELATING TO SPECIFIC TYPES OF SECURITY 454 INTRODUCTION
454 EQUITY SECURITIES 454 ADMISSION TO LISTING 454 PRIMARY LISTING OF
EQUITY SECURITIES 455 THE RULES ON PRIMARY LISTING OF EQUITY SECURITIES
455 SUFFICIENT NUMBER OF SECURITIES OF THE CLASS 456 SIGNIFICANT
TRANSACTIONS 456 NOTIFICATION OF SIGNIFICANT TRANSACTIONS 456 CIRCULARS
457 CANCELLATION OF LISTING 457 DEBT SECURITIES 457 ADMISSION TO LISTING
457 CANCELLATION OF LISTING 458 CONVERTIBLE SECURITIES 458 ADMISSION TO
LISTING 458 CANCELLATION OF LISTING 458 WARRANTS AND OPTIONS TO
SUBSCRIBE 458 ADMISSION TO LISTING 458 CANCELLATION OF LISTING 459
LISTED SECURITISED DERIVATIVES 459 INTRODUCTION 459 THE NATURE OF
SECURITISED DERIVATIVES 459 CANCELLATION OF LISTING 461 TREASURY SHARES
461 CONTROL ON DEALINGS WITH TREASURY SHARES 461 CANCELLATION OF LISTING
461 MORTGAGES 462 INTRODUCTION 462 LEGAL MORTGAGES 462 THE NATURE OF THE
LAW OF MORTGAGES 462 THE CREATION OF LEGAL MORTGAGES 463 CONTENTS LEGAL
MORTGAGES OF PERSONALTY 464 THE MORTGAGEE'S REMEDIES 465 THE AVAILABLE
REMEDIES 465 THE MORTGAGEE'S POWER OF SALE 465 THE EXTENSION OF THE
POWER OF SALE TO CHARGES AND LIENS 466 THE RIGHT TO FORECLOSURE 467 THE
RIGHT OF POSSESSION 467 THE RIGHT TO APPOINT A RECEIVER 468 THE RIGHTS
OF THE MORTGAGOR TO RESIST THE MORTGAGEE'S REMEDIES 468 EQUITABLE
MORTGAGES 470 THE NATURE OF AN EQUITABLE MORTGAGE 470 CHARGES 471 THE
NATURE OF CHARGES 471 DISTINGUISHING CHARGES FROM OTHER STRUCTURES 472
WHETHER OR NOT A CHARGE MAY CREATE A PROPRIETARY RIGHT 473 CHAPTER
18*REGULATIONS RELATING TO SPECIFIC TYPES OF ENTITY 476 INTRODUCTION 476
OVERSEAS COMPANIES 477 SIGNIFICANT ACQUISITIONS AND DISPOSALS OF
PROPERTY 478 SIGNIFICANT ACQUISITIONS AND DISPOSALS IN GENERAL 478
LISTED PROPERTY COMPANIES 479 LISTED MINERAL COMPANIES 479 SCIENTIFIC
RESEARCH-BASED COMPANIES 480 COMPANIES IN SEVERE FINANCIAL DIFFICULTY
480 INVESTMENT ENTITIES 480 THE CATEGORIES OF INVESTMENT ENTITY 480 THE
CORE OBLIGATIONS IMPOSED ON ALL INVESTMENT ENTITIES 481 THE REQUIREMENT
FOR A PROSPECTUS 481 THE FOUR LISTING OBLIGATIONS IN RELATION TO ALL
INVESTMENT ENTITIES 481 INVESTMENT COMPANIES 482 PRE-REQUISITES FOR
ADMISSION TO LISTING 482 CONTINUING OBLIGATIONS 483 PROPERTY INVESTMENT
COMPANIES 484 THE REQUIREMENTS FOR A LISTED PROPERTY INVESTMENT
COMPANY'S PORTFOLIO 484 CONTINUING OBLIGATIONS 485 COLLECTIVE INVESTMENT
SCHEMES 485 COLLECTIVE INVESTMENT SCHEMES 485 THE NATURE OF COLLECTIVE
INVESTMENT SCHEMES 485 THE LEGAL NATURE OF COLLECTIVE INVESTMENT SCHEMES
UNDER ENGLISH LAW 487 UNIT TRUSTS 487 CONTENTS THE NATURE OF UNIT TRUSTS
487 THE REGULATION OF UNIT TRUSTS 489 AUTHORISATION OF UNIT TRUST
SCHEMES 489 THE CONTENTS OF SCHEME RULES AND OF THE PROSPECTUS 490
OPEN-ENDED INVESTMENT COMPANIES 491 THE NATURE OF AN OPEN-ENDED
INVESTMENT COMPANY ("OEIC") 491 THE FORMATION AND AUTHORISATION OF AN
OEIC 493 THE SHARE CAPITAL OF OPEN-ENDED INVESTMENT COMPANIES 493 THE
DETAIL OF THE LAW RELATING TO UNIT TRUSTS AND OEICS 494 PART 5: THE
ALTERNATIVE INVESTMENT MARKET CHAPTER 19*THE ALTERNATIVE INVESTMENT
MARKET 497 INTRODUCTION 497 THE NATURE AND PURPOSE OF THE ALTERNATIVE
INVESTMENT MARKET 497 THE ALTERNATIVE INVESTMENT MARKET 497 THE
OBJECTIVES OF THE EXCHANGE IN RELATION TO THE REGULATION OF AIM 498 THE
STATUS OF SECURITIES ADMITTED TO AIM AND THE FSMA 2000 PROSPECTUS RULES
498 AN OUTLINE OF THE AIM RULES 499 THE COMPONENTS OF THE AIM RULES 499
PRE-CONDITIONS FOR ADMISSION TO TRADING ON AIM 500 THE LIGHT REGULATORY
TOUCH OF NOMADS 500 THE ROLE OF NOMADS 500 INTRODUCTION: THE ROLE OF
NOMADS 500 THE ELIGIBILITY OF NOMADS UNDER THE AIM RULES 500 THE ROLE OF
NOMADS IN APPLICATIONS FOR ADMISSION TO TRADING 501 THE OBLIGATIONS OF
NOMADS UNDER THE AIM RULES 502 THE CONTINUING OBLIGATIONS OF A NOMAD 502
THE OBLIGATIONS WHICH NOMADS OWE TO THE LONDON STOCK EXCHANGE 502
RESPONSIBILITY FOR THE ADVICE AND GUIDANCE OF AIM COMPANIES 503
RESPONSIBILITY FOR THE APPROPRIATENESS OF THE APPLICANT 503 THE CONDUCT
OF A NOMAD'S OWN AFFAIRS 505 THE INDEPENDENCE OF NOMADS 505 THE
ORGANISATION OF NOMADS 506 REVIEW AND DISCIPLINE 506 THE PROCEDURE FOR
ADMISSION TO AIM 507 INTRODUCTION 507 THE ROLE OF THE NOMAD 507 CONTENTS
THE GENERAL RESPONSIBILITIES OF NOMADS 507 ADMISSION DOCUMENTATION 507
THE REQUIREMENT FOR AN ADMISSION DOCUMENT 507 INFORMATION TO BE PROVIDED
BEFORE THE ADMISSION DOCUMENT 508 THE OMISSION OF INFORMATION 508 THE
COMPOSITION OF THE ADMISSION DOCUMENT 508 EXPEDITED ADMISSION FOR QUOTED
COMPANIES 509 SETTLEMENT OF TRANSACTIONS 510 CRIMINAL AND CIVIL
LIABILITY 510 CRIMINAL LIABILITY 510 FINANCIAL PROMOTION 510 CIVIL
PENALTIES FOR MARKET ABUSE 510 CONTINUING OBLIGATIONS: THE PROVISION AND
DISCLOSURE OF INFORMATION 511 INTRODUCTION 511 PRINCIPLES OF DISCLOSURE
511 GENERAL DISCLOSURE OF PRICE SENSITIVE INFORMATION 511 DISCLOSURE OF
CORPORATE TRANSACTIONS 512 FINANCIAL REPORTING AND OTHER INFORMATION 512
CORPORATE GOVERNANCE 512 PART 6: TAKEOVERS CHAPTER 20*TAKEOVERS 515
INTRODUCTION 515 THE TAKEOVER DIRECTIVE 516 THE EFFECT OF THE COMPANIES
ACT 2006 ON TAKEOVERS AND MERGERS 516 THE STATUTORY POWERS OF THE
TAKEOVER PANEL 516 THE CITY CODE ON TAKEOVERS AND MERGERS 517 THE
GENERAL PRINCIPLES UNDERPINNING THE CODE 517 EQUAL TREATMENT OF
SHAREHOLDERS 518 SUFFICIENT TIME AND INFORMATION FOR SHAREHOLDERS TO
CONSIDER THE BID 518 THE AVOIDANCE OF FALSE MARKETS 519 THE MECHANICS OF
OFFERS UNDER THE CODE 519 FSA REGULATION OF MARKET ABUSE AS IT RELATES
TO TAKEOVERS 521 THE LISTING RULES AND ACQUISITIONS AND DISPOSALS
RELEVANT TO TAKEOVER AND MERGER TRANSACTIONS 523 THE LISTING RULES IN
RELATION TO SIGNIFICANT ACQUISITIONS AND DISPOSALS BY LISTED COMPANIES
523 THE APPLICABILITY OF THE LISTING RULES 523 CONTENTS THE METHODOLOGY
FOR THE CLASSIFICATION OF TRANSACTIONS: THE CLASS TESTS 524 CLASS 3
TRANSACTIONS 525 CLASS 2 TRANSACTIONS 525 CLASS 1 TRANSACTIONS 525
REVERSE TAKEOVERS 526 THE LISTING RULES AND RELATED PARTY TRANSACTIONS
527 MERGERS 528 NEGLIGENCE IN RELATION TO TAKEOVERS 529 PART 7: PRIVATE
LAW LIABILITY IN THE ISSUE OF SECURITIES CHAPTER 21*PERSONS RESPONSIBLE
FOR THE ISSUE OF SECURITIES 533 INTRODUCTION 533 THE BASES OF LIABILITY
ON THE OVERLAP BETWEEN FINANCIAL REGULATION AND THE GENERAL LAW 533 THE
BASIS OF LIABILITY UNDER THE GENERAL LAW IN RELATION TO SECURITIES
TRANSACTIONS 534 SUMMARY OF THE LIABILITIES RELATING TO SECURITIES 536
THE CATEGORIES OF LIABILITY IN RELATION TO THE ISSUE OF SECURITIES 536
DIVIDING BETWEEN POTENTIAL DEFENDANTS TO PRIVATE LAW CLAIMS 536 ROOTS OF
THE LIABILITY OF THE ISSUER AND PERSONS RESPONSIBLE FOR THE PROSPECTUS
536 SALES OF SECURITIES IN THE AFTER-MARKET 536 RESPONSIBILITY UNDER THE
GENERAL LAW 537 RESPONSIBILITY FOR LISTED SECURITIES * 538
RESPONSIBILITY UNDER FINANCIAL REGULATION MORE GENERALLY 538 PERSONS
RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS 539 INTRODUCTION . 539
"PERSONS RESPONSIBLE" FOR THE PROSPECTUS UNDER THE PROSPECTUS RULES AND
FSMA 2000 539 PERSONS RESPONSIBLE FOR A PROSPECTUS FOR EQUITY SECURITIES
540 THE SCOPE OF PR 5.5.3 540 THE ISSUER 540 DIRECTORS AND THOSE
AUTHORISING THEMSELVES TO BE NAMED 540 EACH PERSON WHO ACCEPTS
RESPONSIBILITY FOR THE PROSPECTUS 542 RESPONSIBILITY IN RELATION TO
OFFERS 542 RESPONSIBILITY IN RELATION TO APPLICATIONS FOR ADMISSION TO
TRADING 543 OTHER PERSONS WHO HAVE AUTHORISED THE CONTENTS OF THE
PROSPECTUS 544 PERSONS RESPONSIBLE FOR A PROSPECTUS FOR NON-EQUITY
SECURITIES 544 THE ISSUER 545 CONTENTS EACH PERSON WHO ACCEPTS
RESPONSIBILITY FOR THE PROSPECTUS 545 RESPONSIBILITY IN RELATION TO
OFFERS 545 RESPONSIBILITY IN RELATION TO APPLICATIONS FOR ADMISSION TO
TRADING 546 GUARANTORS OF THE ISSUE 546 OTHER PERSONS WHO HAVE
AUTHORISED THE CONTENTS OF THE PROSPECTUS 547 THE GENERAL DUTY OF
DISCLOSURE 547 "PERSONS RESPONSIBLE" FOR LISTING PARTICULARS UNDER FSMA
2000 547 THE LIABILITY OF PROFESSIONAL ADVISORS FOR LISTING PARTICULARS
OR FOR A PROSPECTUS 548 PROFESSIONAL ADVISORS ARE NOT TO BE ASSUMED TO
BE RESPONSIBLE FOR THE PROSPECTUS 548 STATEMENTS BY PROFESSIONALS AND
EXPERTS 549 LIMITED AUTHORISATION OF THE PROSPECTUS 549 QUALIFICATIONS
TO THE CATEGORIES OF PERSONS RESPONSIBLE UNDER THE OLD LAW 550
REGISTRATION OF LISTING PARTICULARS 551 COMPENSATION FOR FALSE OR
MISLEADING STATEMENTS OR OMISSIONS 551 THE SCOPE OF S.90 OF FSMA TO
LISTING PARTICULARS AND TO PROSPECTUSES 551 THE EXTENT OF LIABILITY OWED
BY DIRECTORS 552 CHAPTER 22*PROMOTERS 553 INTRODUCTION 55 3 THE ROOTS OF
SECURITIES LAW IN THE PROMOTER 553 THE SIGNIFICANT ROLE OF THE PROMOTER
IN THE ENGLISH PAST 553 THE ROLE OF THE PROMOTER 554 WHAT IS A
"PROMOTER"? 555 THE COLLOQUIAL MEANING OF "PROMOTER" 555 THE PARTICULAR
LEGAL SENSE OF "PROMOTER" 555 THOSE WHO ASSIST IN THE PROMOTION 556
THOSE ACTING IN A "PROFESSIONAL CAPACITY" 556 DATE FROM WHICH A PERSON
BECOMES A PROMOTER 558 THE DUTIES OF PROMOTERS 558 THE GENERAL DUTIES OF
PROMOTERS 558 REMEDIES FOR BREACH OF THE PROMOTER'S DUTIES 560
PROPRIETARY REMEDIES FOR BREACH OF FIDUCIARY DUTY 560 PERSONAL LIABILITY
IN RESTITUTION FOR BREACH OF DUTY 560 RESCISSION OF CONTRACT 560
LIABILITY FOR EQUITABLE COMPENSATION OR DAMAGES 561 THE FIDUCIARY
POSITION OF PROMOTERS 561 LIABILITY FOR SECRET PROFITS*GLUCKSTEIN V
BARNES 562 LIABILITY OF RECEIPT OF BRIBES 563 CONTENTS FULL DISCLOSURE
OF PROFITS CONSTITUTES A DEFENCE 564 NO LIMITATION OF LIABILITY BY ONLY
PARTIAL DISCLOSURE OF PROFITS 564 PURCHASE OF PROPERTY AS TRUSTEE FOR
THE COMPANY 566 PROMOTER SELLING PROMOTER'S OWN PROPERTY TO THE COMPANY
566 PROHIBITION ON TRANSFER OF NON-CASH ASSETS TO A PUBLIC COMPANY 569
REMUNERATION OF PROMOTERS 569 LIABILITY OF PROMOTERS IN RESPECT OF
PROSPECTUSES 570 CHAPTER 23*CIVIL LIABILITY 1: S.90 OF FSMA 2000 571
COMPENSATION UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 571
INTRODUCTION 571 COMPENSATION UNDER S.90(L) OF FSMA 2000 FOR LOSS AS A
RESULT OF A DEFECT IN LISTING PARTICULARS, OR A PROSPECTUS,
SUPPLEMENTARY LISTING PARTICULARS OR A SUPPLEMENTARY PROSPECTUS 572 THE
ROLE OF S.90 OF FSMA 2000 572 THE PURPOSE BEHIND THE ENACTMENT OF S.90
OF FSMA 2000 572 THE ELEMENTS OF A CLAIM FOR COMPENSATION UNDER S.90 OF
FSMA 2000 573 THE BASIS OF THE RIGHT TO COMPENSATION UNDER S.90 OF FSMA
2000 573 THE NATURE OF AN UNTRUE STATEMENT 574 THE NATURE OF A
MISLEADING STATEMENT 575 THE OMISSION OF MATERIAL REQUIRED TO BE
DISCLOSED FURTHER TO S.80 OF FSMA 2000 IN RELATION TO LISTING
PARTICULARS 575 THE OMISSION OF REFERENCE TO MATERIAL REQUIRED TO BE
DISCLOSED FURTHER TO S.87A OF FSMA 2000 IN RELATION TO PROSPECTUSES 576
PERSONS RESPONSIBLE FOR THE PROSPECTUS 577 EXEMPTIONS FROM LIABILITY
UNDER S.90 577 BRINGING A CLAIM UNDER S.90 577 THE POTENTIAL CLAIMANTS
577 THAT A SALE NEED NOT HAVE BEEN COMPLETED 577 THE NATURE OF LOSS
UNDER S.90 578 THE REQUIREMENT OF CAUSATION 578 DEFECTS IN FAILING TO
PROVIDE INFORMATION WHICH SHOULD HAVE BEEN PROVIDED 579 FAILURE TO
PROVIDE INFORMATION UNDER S.90 579 DISCLOSURE IN LISTING PARTICULARS 579
DISCLOSURE IN RELATION TO PROSPECTUSES 580 THE APPLICATION OF S.90 TO
PROSPECTUSES AS WELL AS TO LISTING PARTICULARS 581 COMPENSATION UNDER
S.90(4) OF FSMA 2000 FOR LOSS ARISING FROM FAILURE TO SUBMIT OR PUBLISH
SUPPLEMENTARY LISTING PARTICULARS OR A SUPPLEMENTARY PROSPECTUS 582
CONTENTS THE MEASURE OF COMPENSATION 583 THE INTERPRETATION OF S.90 OF
FSMA 2000 IN THE LIGHT OF THE GENERAL CASE LAW 583 INTRODUCTION 583 THE
EFFECT OF THE "GOLDEN LEGACY" CASES ON MISLEADING STATEMENTS IN
PROSPECTUSES AND OFFERS OF SECURITIES UNDER MODERN SECURITIES REGULATION
583 THE ROOTS OF THE S.90 RIGHT TO COMPENSATION 583 THE DEVELOPMENT OF
CIVIL LIABILITY FROM THE "GOLDEN LEGACY" IN THE OLD PROSPECTUS CASES 584
THE OVERLAP BETWEEN THE POLICY UNDERPINNING THE "GOLDEN LEGACY" AND THAT
UNDERPINNING THE PROSPECTUS RULES 586 TO WHOM IS THE DUTY OF CARE IN
S.90 OWED? 587 THE SCOPE OF THIS DISCUSSION 587 THE INTERPRETATION OF
S.90 FLOWING FROM POSSFUND V DIAMOND 588 THE DUTIES SHOULD BE OWED TO
INVESTORS IN THE AFTER-MARKET UNDER S.90 590 THE TYPES OF MISSTATEMENTS
WHICH MAY GIVE RISE TO LIABILITY UNDER S.90 BY REFERENCE TO DECIDED
CASES IN THE GENERAL LAW 591 THE SCOPE OF THIS DISCUSSION 591 MISLEADING
STATEMENTS: FORMALLY CORRECT STATEMENTS GIVING A MISLEADING IMPRESSION
591 OMISSIONS WHICH RENDER STATEMENTS MISLEADING 592 MISSTATEMENTS OF
FACTS MUST BE MATERIAL IF THEY ARE TO BE MISLEADING OR UNTRUE UNDER S.90
592 UNTRUE STATEMENTS WHICH ARE HALF-TRUTHS 593 WHETHER STATEMENTS MADE
BY THIRD PARTIES CONSTITUTE UNTRUE OR MISLEADING STATEMENTS BY THE
ISSUER 594 APPRECIATION OF TRUE POSITION 595 DEFENCES 595 INTRODUCTION
595 DEFENDANT'S BELIEF: STATEMENTS BELIEVED TO BE TRUE 596 STATEMENTS BY
EXPERTS 597 CORRECTIONS OF STATEMENTS 598 CORRECTIONS OF STATEMENTS BY
EXPERTS 598 OFFICIAL STATEMENTS OR DOCUMENTS 598 CLAIMANT'S KNOWLEDGE:
FALSE OR MISLEADING INFORMATION KNOWN ABOUT 599 BELIEF THAT
SUPPLEMENTARY LISTING PARTICULARS NOT CALLED FOR 600 DEFENCES TO A CLAIM
RELATING TO SUPPLEMENTARY LISTING PARTICULARS 600 INJUNCTIONS,
RESTITUTION ORDERS AND DAMAGES FOR CONTRAVENTION OF ADVERTISEMENT
RESTRICTIONS 600 SECTION 90A OF FSMA 2000 600 CONTENTS CHAPTER 24*CIVIL
LIABILITY 2: LIABILITY FOR MISREPRESENTATIONS, CONTRACT AND TORT 601 (A)
FOUNDATIONS OF THE CIVIL LAW OF SECURITIES 602 INTRODUCTION: THE
APPLICABLE CLAIMS AND REMEDIES 602 THE COVERAGE OF THIS CHAPTER 602 THE
DEVELOPMENT OF THE LEGAL TREATMENT OF OFFERS OF SECURITIES FROM THE
"GOLDEN LEGACY" ONWARDS 603 INTRODUCTION 603 THE EXPRESSION OF THE
"GOLDEN LEGACY", AND ITS SIMILARITY TO THE PROSPECTUS RULES IN ESSENCE
603 QUALIFICATIONS TO THE "GOLDEN LEGACY" IN THE CASE LAW 605
HALF-TRUTHS ARE NO ESCAPE FROM THE GOLDEN RULE 605 THE CONTEXT IN WHICH
THE "GOLDEN LEGACY" WAS CREATED IN THE OLD PROSPECTUS CASES 606 THE
BROADENED SCOPE OF LIABILITY IN THE TWENTY-FIRST CENTURY 607 PERSONS
RESPONSIBLE FOR THE PREPARATION OF THE PROSPECTUS 608 LIABILITY FOR A
FALSE PROSPECTUS AT COMMON LAW 608 LIABILITY TO EFFECT COMPENSATION
UNDER FSMA 2000 609 (B) TORT 609 INTRODUCTION 609 DECEIT*FRAUDULENT
MISREPRESENTATION 610 THE ELEMENTS OF THE TORT OF DECEIT 610 THE NEED
FOR A FALSE MISREPRESENTATION 610 THE NATURE OF A FALSE REPRESENTATION
610 WHETHER THE FALSE REPRESENTATION MUST BE MADE EXPLICITLY 610
OMISSIONS OF MATERIAL AND HALF-TRUTHS WILL CONSTITUTE FALSE
REPRESENTATIONS 611 WHETHER STATEMENTS OF OPINION OR BELIEF CAN BE
FRAUDULENT 611 CONTINUING OBLIGATIONS 612 THE DEFENDANT'S STATE OF MIND
612 THE MEANING OF FRAUD UNDER THE GENERAL LAW OF TORT 612 THE MEANING
OF FRAUD IN THE CONTEXT OF SECURITIES LAW 613 THE DEFENDANT MUST HAVE
INTENDED THAT THE CLAIMANT WOULD ACT ON THE REPRESENTATION 614 THE
CLAIMANT MUST HAVE BEEN INFLUENCED BY THE REPRESENTATION 614 THE
STANDARD OF PROOF 615 LIABILITY FOR FRAUDULENT MISREPRESENTATION UNDER
THE LAW OF CONTRACT 615 TORT OF NEGLIGENT MISREPRESENTATION 615
INTRODUCTION 615 THE CENTRAL PRINCIPLE OF THE TORT OF NEGLIGENCE: CAPARO
V DICKMAN 616 LIABILITY FOR NEGLIGENT MISREPRESENTATION: THE PRINCIPLE
IN HEDLEY BYRNE V HELLER, APPLIED TO SECURITIES TRANSACTIONS 617 THE
BASIS OF LIABILITY FOR NEGLIGENT MISREPRESENTATION 617 CONTENTS
LIABILITY FOR NEGLIGENT MISREPRESENTATIONS IN ACCOUNTS PRIOR TO A
TAKEOVER: CAPARO INDUSTRIES V DICKMAN 618 THE APPEAL IN CAPARO
INDUSTRIES V DICKMAN 618 THE EFFECT OF THE CHANGE IN PRINCIPLE IN CAPARO
INDUSTRIES V DICKMAN 619 THE APPLICATION OF THE CAPARO DOCTRINE TO
PROSPECTUSES PUT INTO WIDE CIRCULATION 620 THE QUESTION OF EXTENDING THE
DUTY OF CARE TO PURCHASERS ARGUABLY NOT WITHIN THE CONTEMPLATION OF THE
ISSUER 622 THE ISSUE 622 THE NARROW CONCEPTION OF THE OBLIGATION: AL
NAKIB INVESTMENTS (JERSEY) LTD V LONGCROFT 623 THE BROADER CONCEPTION OF
THE PRINCIPLE: POSSFUND CUSTODIAN TRUSTEE LTD V DIAMOND 624 THE ARGUMENT
FOR EXTENDING THE DUTY OF CARE BASED ON CHANGED MARKET PRACTICE 626
SEEKING TO RECONCILE THE CASES 627 PROXIMITY 629 THE REQUIREMENT OF
PROXIMITY IN NEGLIGENT MISREPRESENTATION RELATING TO OFFERS OF
SECURITIES 629 PROXIMITY WHERE THE OFFEROR SEEKS TO LIMIT THE CLASS OF
INVESTORS 630 TWO FURTHER ISSUES ARISING ON THE BASIS OF FINANCIAL
REGULATION IN RELATION TO PROXIMITY IN CASES INVOLVING PLACEMENTS TO
LIMITED CLASSES OF INVESTORS 631 THE REQUIREMENT THAT THE DEFENDANT
INTEND THAT THE CLAIMANT SHOULD RELY ON THE MISREPRESENTATION 632 THE
BURDEN OF PROOF 634 NO FIDUCIARY DUTY 634 THE TYPES OF
MISREPRESENTATIONS IN PROSPECTUSES WHICH HAVE FOUNDED LIABILITY IN TORT
634 INTRODUCTION 634 THE "GOLDEN LEGACY" IN THE OLD CASES 635 FORMALLY
CORRECT STATEMENTS GIVING A MISLEADING IMPRESSION 636 EXAMPLES OF
MISLEADING STATEMENTS WHICH HAVE FOUNDED LIABILITY TO DAMAGES 636
INTRODUCTION 636 MISLEADING STATEMENTS RELATING TO FINANCIAL INFORMATION
ABOUT THE ISSUER 636 MISLEADING STATEMENTS RELATING TO THE COMPANY'S
BUSINESS ACTIVITIES MISLEADING STATEMENTS RELATING TO THE COMPOSITION OF
START-UP COMPANIES 637 MISLEADING STATEMENTS RELATING TO THE MANAGEMENT
AND ORGANISATION OF A COMPANY 638 EFFECT OF REFERENCES TO REPORTS IN
PROSPECTUSES 639 STATEMENT ONLY OF BELIEF OR OPINION 640 CONTENTS
AMBIGUOUS STATEMENTS 640 RELIANCE OF APPLICANT ON STATEMENT OF FACT
WITHOUT TRYING TO VERIFY ITS CORRECTNESS 641 DAMAGES IN TORT FOR A
MISREPRESENTATION IN A PROSPECTUS 642 THE MEASURE OF DAMAGES 642 THE
QUANTUM OF DAMAGES 642 THE TEST FOR THE QUANTUM OF DAMAGES: SMITH NEW
COURT V SCRIMGEOUR VICKERS 642 THE DUTY TO MITIGATE ONE'S LOSS 645
CONTRIBUTION AND INDEMNITY 645 RELIEF UNDER S. 1157 OF THE COMPANIES ACT
2006 646 BREACH OF STATUTORY DUTY 646 BREACH OF STATUTORY DUTY GENERALLY
646 DAMAGES FOR BREACH OF RULES 647 (C) CONTRACT 647 INTRODUCTION , 647
MISREPRESENTATION 648 THE PRINCIPLES RELATING TO MISREPRESENTATION IN
OUTLINE 648 WHAT CONSTITUTES AN ACTIONABLE MISREPRESENTATION 648 FALSITY
OF THE REPRESENTATION 648 STATEMENTS OF FACT, ALTHOUGH ORDINARILY NOT
STATEMENTS OF OPINION 648 IMPLIED REPRESENTATIONS MAY BE
MISREPRESENTATIONS 649 OMISSIONS OF INFORMATION MAY CONSTITUTE
MISREPRESENTATIONS IN SECURITIES TRANSACTIONS 650 INTENTION THAT THE
REPRESENTEE RELY ON THE REPRESENTATION 651 WHETHER THE REPRESENTATION
MUST BE MATERIAL OR NOT 651 REASONABLENESS OF RELIANCE ON THE
MISREPRESENTATION 652 CONTINUING OBLIGATIONS AND CONTINUING
REPRESENTATIONS 652 DISTINGUISHING BETWEEN FRAUDULENT, NEGLIGENT AND
INNOCENT MISREPRESENTATIONS 653 FRAUDULENT MISREPRESENTATION UNDER
CONTRACT LAW 653 THE BASIS OF LIABILITY FOR FRAUDULENT MISREPRESENTATION
653 THE BURDEN AND STANDARD OF PROOF 654 PROXIMITY, FORESEEABILITY,
CAUSATION, INTENTION AND SO FORTH 654 NEGLIGENT MISREPRESENTATION UNDER
CONTRACT LAW 654 THE NATURE OF NEGLIGENT MISREPRESENTATION 654
MISREPRESENTATION PREVENTING EFFECTIVE OFFER AND ACCEPTANCE IN ONGOING
NEGOTIATIONS 655 DAMAGES FOR MISREPRESENTATION 656 THE QUANTUM OF
DAMAGES FOR FRAUDULENT MISREPRESENTATION 656 DAMAGES FOR FRAUDULENT
MISREPRESENTATION DO NOT DEPEND ON FORSEEABILITY 658 DAMAGES FOR
NEGLIGENT MISREPRESENTATION 658 CONTENTS DAMAGES IN RELATION TO
SECURITIES TRANSACTIONS WHERE SECURITIES ACQUIRED FROM THIRD PARTIES
OTHER THAN THE ISSUER 659 LACK OF REPRESENTATION OR OF PROOF OF FRAUD
ENTAILS NO RIGHT TO DAMAGES 659 RESCISSION 660 THE ORDINARY PRINCIPLES
OF RECISSION 660 THE COURT'S DISCRETION TO AWARD DAMAGES IN LIEU OF
DAMAGES IN RELATION TO A NEGLIGENT MISREPRESENTATION 660 MISTAKE 661
UNILATERAL AND COMMON MISTAKE 661 MISTAKES OF FACT 661 MISTAKES OF LAW
663 MISTAKE IN THE FORM OF DISCREPANCIES BETWEEN THE VERBAL DISCUSSIONS
AND THE DOCUMENTATION OF COMPLEX TRANSACTIONS 664 REMEDIES AT COMMON LAW
AND IN EQUITY 665 DAMAGES FOR BREACH OF CONTRACT 665 THE MEASUREMENT OF
DAMAGES FOR BREACH OF CONTRACT 665 DAMAGES FOR BREACH OF A TERM IN A
PROSPECTUS 666 DAMAGES LIMITED TO THE PURPOSES FOR WHICH THE CONTRACT
WAS CREATED, IN RELATION TO COMPLEX FINANCIAL TRANSACTIONS 667 DAMAGES
UNDER S.2(L) OF THE MISREPRESENTATION ACT 1967 667 RESCISSION 668 THE
CORE PRINCIPLES RELATING TO RESCISSION, IN OUTLINE 668 RESCISSION: THE
USUAL REMEDY AGAINST THE ISSUING COMPANY 668 FRAUDULENT
MISREPRESENTATION AND RESCISSION 669 INNOCENT MISREPRESENTATION AND
RESCISSION 669 APPLYING THE ABOVE PRINCIPLES TO THE SPECIFIC CONTEXT OF
OFFERS OF SECURITIES 670 WHAT MUST BE PROVED TO MAKE OUT A CLAIM FOR
RESCISSION 670 RESCISSION AVAILABLE ONLY AGAINST ANOTHER CONTRACTING
PARTY 671 WHETHER OMISSIONS TO GIVE INFORMATION WILL GIVE A RIGHT TO
RESCISSION 671 WHEN THE RIGHT TO RESCIND IS LOST: DELAY AND RATIFICATION
672 WHEN THE RIGHT TO RESCIND IS LOST: WINDING-UP A BAR TO RESCISSION
673 THE EFFECT OF RESCISSION IS LOSS OF STATUS AS A MEMBER IN A
WINDING-UP 673 THE EFFECT OF RESCISSION ON RECTIFICATION OF THE REGISTER
674 RECTIFICATION OF CONTRACTS 674 MONEY HAD AND RECEIVED 676 SPECIFIC
PERFORMANCE 677 WHEN SPECIFIC PERFORMANCE WILL BE AVAILABLE IN
SECURITIES TRANSACTIONS 677 WHEN SPECIFIC PERFORMANCE WILL BE
APPROPRIATE IN SECURITIES TRANSACTIONS 677 CONTENTS THE FEASIBILITY OF
ACQUIRING A REPLACEMENT TRANSACTION SO AS TO ACQUIRE SPECIFIC
PERFORMANCE IN SECURITIES TRANSACTIONS 679 WHETHER SPECIFIC PERFORMANCE
IS MORE APPROPRIATE THAN RESCISSION 680 CHAPTER 25*CIVIL LIABILITY 3:
FIDUCIARIES, RECOVERY OF PROPERTY AND CONFLICT OF LAWS 68 1 (A)
FIDUCIARY LAW 682 INTRODUCTION 682 THE NATURE OF A FIDUCIARY
RELATIONSHIP 682 THE DEFINITION OF A FIDUCIARY RELATIONSHIP 682 THE
CONSEQUENCES OF FINDING THE EXISTENCE OF A FIDUCIARY OBLIGATION 684 THE
CIRCUMSTANCES IN WHICH THERE WILL BE A FIDUCIARY RELATIONSHIP IN
FINANCIAL TRANSACTIONS 685 DECIDED CASE LAW ON FIDUCIARY OBLIGATIONS IN
THE BANKER-CLIENT RELATIONSHIP 685 CASES IN WHICH THERE WILL ALWAYS BE
FIDUCIARY OBLIGATIONS 686 MARGINAL CASES AND THE ANALYTICAL DISTINCTIONS
IN FIDUCIARY LIABILITY 686 CIRCUMSTANCES IN WHICH FINANCIAL INSTITUTIONS
INTERFERE IN THEIR CUSTOMER'S AFFAIRS OR ASSUME CONTROL OF THOSE AFFAIRS
688 THE "HOUSE BANK" AND UNDUE INFLUENCE 688 FIDUCIARY DUTIES AND BEST
EXECUTION 689 CONSTRUCTIVE TRUST 689 SECRET PROFITS AND CONFLICTS OF
INTEREST 691 THE LIABILITY OF FIDUCIARY FOR UNAUTHORISED PROFITS 691 THE
BASIS OF LIABILITY 691 THE DEFENCE OF AUTHORISATION 692 THE NATURE OF
THE REMEDY 693 THE SELF-DEALING PRINCIPLE 694 THE FAIR-DEALING PRINCIPLE
695 MARKET MAKERS AND CONFLICTS OF INTEREST 695 THE POSSIBLE CONFLICT OF
INTEREST OF MARKET MAKERS 695 EXCLUSION OF LIABILITY 696 BRIBERY,
UNLAWFUL COMMISSIONS AND CONSTRUCTIVE TRUSTS 696 CONSTRUCTIVE TRUSTS IN
CASES OF FRAUD AND OF FRAUDULENT MISREPRESENTATION 697 DUTIES OF
CONFIDENCE AND CHINESE WALLS 700 BREACH OF TRUST 701 LIABILITY OF
TRUSTEE 701 DISHONEST ASSISTANCE 701 THE TEST FOR DISHONESTY 702
CONTENTS THE CONCEPTUALISATION OF DISHONESTY AND THE MEASUREMENT OF THE
SUITABILITY OF RISK 703 THE DEVELOPMENT OF THE TEST FOR DISHONESTY 704
KNOWING RECEIPT 706 THE BASICS OF KNOWING RECEIPT 706 THE REQUIREMENT OF
RECEIPT 706 THE TEST OF KNOWLEDGE 707 THE INFLUENCE OF FINANCIAL
REGULATION ON PERSONAL LIABILITY TO ACCOUNT 708 ELECTION BETWEEN
REMEDIES 709 (B) RECOVERY OF PROPERTY 710 INTRODUCTION: THE LEGAL MEANS
OF RECOVERING PROPERTY 710 THE SCOPE OF THIS SECTION 710 ESTABLISHING
SECURITY THROUGH TRACING 710 WHEN PROPRIETARY CLAIMS WILL BE AVAILABLE
UNDER A CONTRACT 710 CONSTRUCTIVE TRUSTS AND NON-PERFORMED CONTRACTS 711
THE CREATION OF PROPRIETARY RIGHTS IN THE FORM OF A CONSTRUCTIVE TRUST,
WITHOUT TRACING 711 CERTAINTY OF SUBJECT MATTER IN RELATION TO
SECURITIES 711 TRACING 7 1 3 TRACING 713 TRACING IN SECURITIES
TRANSACTIONS 713 TRACING IN GENERAL TERMS 713 COMMON LAW TRACING 714 THE
PRINCIPLES OF COMMON LAW TRACING AND FOLLOWING CLAIMS 714 FOLLOWING
CLAIMS 714 COMMON LAW TRACING INTO CLEAN SUBSTITUTIONS 715 WHEN COMMON
LAW TRACING WILL NOT BE AVAILABLE 716 EQUITABLE TRACING 716 THE
PRINCIPLES UNDERPINNING EQUITABLE TRACING 716 EQUITABLE TRACING INTO
CURRENT BANK ACCOUNTS 717 WHERE A CONTRIBUTOR TO THE MIXED FUND HAS
COMMITTED SOME BREACH OF FIDUCIARY DUTY 719 LOSS OF THE RIGHT TO TRACE
IN EQUITABLE TRACING CLAIMS 720 REMEDIES IN EQUITABLE TRACING CLAIMS 721
THE FOUR PRINCIPAL REMEDIES 721 CONSTRUCTIVE TRUSTS AS REMEDIES IN
EQUITABLE TRACING CLAIMS 721 CHARGES AS REMEDIES IN EQUITABLE TRACING
CLAIMS 722 LIENS AS REMEDIES IN EQUITABLE TRACING CLAIMS 723 SUBROGATION
AS A REMEDY IN EQUITABLE TRACING CLAIMS 723 DEFENCES TO EQUITABLE
TRACING CLAIMS 723 CHANGE OF POSITION 723 ABSENCE OF BAD FAITH IN CHANGE
OF POSITION 725 CONTENTS THAT THE CHANGE OF POSITION MAY TAKE PLACE
BEFORE RECEIPT OF THE PROPERTY 725 ESTOPPEL BY REPRESENTATION 725 BONA
FIDE PURCHASER FOR VALUE WITHOUT NOTICE 726 COMPOUND INTEREST 726
COLLATERALISATION 727 (C) CONFLICT OF LAWS 728 INTRODUCTION 728
CONTRACT: CHOICE OF LAW 728 THE SOURCES OF LAW ON CONTRACT IN CONFLICTS
OF LAW 728 THE SCOPE OF THE ROME CONVENTION 729 APPLICABILITY OF THE
CONVENTION 730 DISTINGUISHING BETWEEN CHOICE OF LAW AND CHOICE OF
JURISDICTION 731 IDENTIFYING THE GOVERNING LAW OF A CONTRACT 731 EXPRESS
CHOICE OF LAW 731 SUPPLYING THE GOVERNING LAW WHERE THERE IS ONLY AN
INFERRED GOVERNING LAW PROVISION, OR WHERE THE PARTIES HAVE NO CONTRACT
IN WRITING 732 MANDATORY RULES 733 NO EXPRESS CHOICE OF LAW 733 TORT:
CHOICE OF LAW 733 CHOICE OF JURISDICTION 73 4 CHOICE OF JURISDICTION 734
GENERAL PRINCIPLE*DOMICILE 735 GENERAL PRINCIPLE*PLACE OF PERFORMANCE
735 EXPRESS CHOICE OF JURISDICTION * 735 NO EXPRESS CHOICE OF
JURISDICTION 736 RECOGNITION OF JUDGMENTS 736 (D) JUDICIAL REVIEW 736
INTRODUCTION 736 IMPROPER EXERCISE OF POWERS BY A PUBLIC BODY 737
PROCEDURAL IMPROPRIETY 737 LEGITIMATE EXPECTATIONS 738 REMEDIES 739 PART
8: CRIMINAL LAW LIABILITY IN THE ISSUE OF SECURITIES CHAPTER 26*INSIDER
DEALING AND MARKET ABUSE 743 INTRODUCTION 743 CONTENTS (A) INSIDER
DEALING 744 INTRODUCTION 744 THE OFFENCES RELATING TO INSIDER DEALING
744 THE OFFENCES 744 THE VARIOUS OFFENCES IN OUTLINE 744 THE PENALTY 745
THE POWER OF THE FINANCIAL SERVICES AUTHORITY 745 THE PRINCIPAL OFFENCE
OF INSIDER DEALING IN S.52(L) OF CJA 1993 745 THE ELEMENTS OF THE
OFFENCE UNDER S.52(L) OF CJA 1993 745 THE TWO INCHOATE OFFENCES RELATING
TO INSIDER DEALING IN S.52(2) OF CJA 1993 746 DEALING IN SECURITIES 747
THE DEFINITION OF "DEALING IN SECURITIES" 747 ACTING AS PRINCIPAL OR AS
AGENT 747 INDIRECT DEALINGS 748 WHAT CONSTITUTES ACQUISITION AND
DISPOSAL OF SECURITIES 749 DERIVATIVES TO ACQUIRE SECURITIES 751
SECURITIES TO WHICH PT V APPLIES 753 INSIDE INFORMATION 753 THE
DEFINITION OF "INSIDE INFORMATION" 753 THE DEFINITION OF
"PRICE-SENSITIVE INFORMATION" 757 QUESTIONS OF "PRICE" AND "VALUE" 758
WHAT MANNER OF INFORMATION RELATES TO A PARTICULAR ISSUER 759 A PERSON
HAVING INFORMATION AS AN INSIDER 759 THE TWO TYPES OF INSIDER ON THE
CASE LAW 762 INFORMATION "MADE PUBLIC" 762 PROFESSIONAL INTERMEDIARY 764
"REGULATED MARKET" 765 THE MEANING OF THE TERM "ISSUER" 766 DEFENCES 766
TWO TYPES OF DEFENCES 766 THE S.53 OF CJA 1993 DEFENCES 766 THE DEFENCE
TO THE S.52(L) INSIDER DEALING OFFENCE 767 THE DEFENCE TO THE S.52(2)(A)
ENCOURAGEMENT TO DEAL OFFENCE 768 THE DEFENCE TO THE S.52(2)(B)
DISCLOSURE OF INFORMATION OFFENCE 768 THE SPECIAL DEFENCES 769 THE
SPECIAL DEFENCE RELATING TO MARKET MAKERS 769 THE SPECIAL DEFENCE
RELATING TO DEALING IN MARKET INFORMATION 770 THE SPECIAL DEFENCES
RELATING TO MONETARY POLICY AND TO PRICE STABILISATION 771 THE PRIVATE
LAW ENFORCEABILITY OF CONTRACTS 772 THE TERRITORIAL SCOPE OF THE OFFENCE
772 THE PRACTICAL SCOPE OF THE COMMISSION OF THE OFFENCE 772 WHY
CRIMINALISE INSIDER DEALING? 772 THE PREVALENCE OF INSIDER DEALING IN
SOME CONTRACTS 774 CONTENTS (B) OFFENCES RELATING TO MARKET MANIPULATION
774 THE OFFENCE OF MAKING MISLEADING STATEMENTS 774 MANIPULATING
FINANCIAL MARKETS 774 THE ACTIVITY WHICH WILL GIVE RISE TO THE OFFENCE
775 THE FURTHER REQUIREMENT OF INDUCING BEHAVIOUR IN THE REPRESENTEE 777
THE STATUTORY DEFENCE 777 THE TERRITORIAL EFFECT OF THE OFFENCE 778 THE
OFFENCE OF CREATING A FALSE OR MISLEADING IMPRESSION AS TO THE MARKET
778 THE COMPONENTS OF THE OFFENCE 778 THE STATUTORY DEFENCE 779 THE
TERRITORIAL EFFECT OF THE OFFENCE 779 PENALTIES 780 (C) MARKET ABUSE 780
INTRODUCTION 780 THE MARKET ABUSE DIRECTIVE 781 THE MARKET ABUSE
DIRECTIVE 781 THE POLICY UNDERPINNING THE DIRECTIVE 781 THE
IMPLEMENTATION OF THE DIRECTIVE INTO UK SECURITIES LAW 781 MARKET ABUSE
AS A SOURCE OF "CIVIL PENALTIES" 782 THE CONCEPTS OF MARKET ABUSE AND
MARKET MANIPULATION IN MAD 782 THE REGULATION OF THE MISUSE OF "INSIDE
INFORMATION" IN MAD 782 THE REGULATION OF "MARKET MANIPULATION" ' 783
THE STRUCTURE OF THE DISCUSSION TO FOLLOW 784 CIVIL PENALTIES FOR MARKET
ABUSE IN FSMA 2000 785 THE NATURE OF THE CIVIL MARKET ABUSE CODE 785 THE
NATURE OF THE FSA'S POWERS UNDER THE MARKET ABUSE CODE 785 MARKET ABUSE
AND MISUSE OF INSIDE INFORMATION 786 THE SCOPE OF THE MARKET ABUSE
PROVISIONS 786 THE TYPES OF BEHAVIOUR CONSTITUTING MARKET ABUSE 787 THE
TYPES OF MARKET ABUSE AS DIVINED FROM FSMA 2000 AND THE FSA MARKET ABUSE
RULEBOOK MAR 1 787 (1) DEALING IN A QUALIFYING INVESTMENT: "INSIDER
DEALING" 787 (2) DISCLOSURE OF INSIDE INFORMATION: "IMPROPER DISCLOSURE"
789 (3) USE OF INSIDE INFORMATION IN BREACH OF STANDARD OF REASONABLE
BEHAVIOUR ON THE MARKET: "MISUSE OF INFORMATION" 790 (4) CAUSING A FALSE
OR MISLEADING IMPRESSION: "MANIPULATING TRANSACTIONS" 792 (5) EMPLOYING
FICTITIOUS DEVICES OR CONTRIVANCES: "MANIPULATING DEVICES" 793 (6) THE
DISSEMINATION OF INFORMATION GIVING A FALSE OR MISLEADING IMPRESSION:
"DISSEMINATION" 795 (7) FAILURE TO OBSERVE STANDARD OF BEHAVIOUR
REASONABLY EXPECTED CONTENTS OF A PERSON IN THAT MARKET: "MISLEADING
BEHAVIOUR AND DISTORTION" 796 THE LINE BETWEEN THE CIVIL OFFENCES AND
THE CRIMINAL OFFENCES OF MARKET ABUSE 797 THE LIMITS ON THE TYPES OF
BEHAVIOUR CONSTITUTING MARKET ABUSE WHICH WILL BE TAKEN INTO ACCOUNT 798
TERRITORIAL LIMITATION OF MARKET ABUSE 798 CONFORMITY WITH STABILISATION
AND SIMILAR RULES 798 EXEMPTION UNDER RULES 799 THE MEANING OF THE TERM
"INSIDER" 799 "INSIDE INFORMATION" 800 THE GENERAL DEFINITION OF "INSIDE
INFORMATION" 800 INSIDE INFORMATION IN RELATION TO COMMODITIES 801
INSIDE INFORMATION GLEANED BY THOSE RESPONSIBLE FOR EXECUTING ORDERS 802
WHETHER OR NOT INFORMATION IS "PRECISE" 802 WHETHER OR NOT INFORMATION
WILL HAVE A "SIGNIFICANT EFFECT" 803 GENERAL AVAILABILITY OF INFORMATION
803 THE POWER TO IMPOSE PENALTIES IN CASES OF MARKET ABUSE 804 THE
CIRCUMSTANCES IN WHICH PENALTIES WILL BE IMPOSED 804 RELIEF FROM THE
PENALTY 805 FSA REGULATION OF MARKET ABUSE 805 THE FSA CODE ON MARKET
ABUSE 805 THE REGULATION OF "INSIDE INFORMATION" BY THE FSA UNDER THE
LISTING RULES' MODEL CODE 807 CHAPTER 27*FRAUD, THEFT AND OFFENCES UNDER
FSMA 2000 810 INTRODUCTION 810 GENERAL OFFENCES UNDER FSMA 2000 810 THE
OFFENCE RELATED TO OFFERS OF SECURITIES TO THE PUBLIC 810 THE OFFENCE
RELATED TO REQUESTS FOR ADMISSION TO TRADING ON A REGULATED MARKET 811
DEFENCES AND PENALTIES 812 PENALTIES 812 EXEMPTIONS FROM LIABILITY UNDER
S.85 OF FSMA 2000 812 THE RESTRICTION ON FINANCIAL PROMOTION 812 THE
CATCH-ALL OFFENCE OF GIVING FALSE OR MISLEADING INFORMATION TO THE FSA
IN PURPORTED COMPLIANCE WITH FINANCIAL SERVICES REGULATION 813 OFFENCE
OF GIVING FALSE OR MISLEADING INFORMATION TO THE OFT 813 OFFENCES
COMMITTED BY BODIES CORPORATE AND PARTNERSHIPS, AND THE LIABILITY OF
OFFICERS 813 OFFENCES UNDER THE COMPANIES ACT 2006 814 CONTENTS THE
OFFENCE OF KNOWINGLY CONTRAVENING S.549 OF CA 2006 IN RELATION TO THE
ALLOTMENT OF SHARES 814 FAILURE TO MAKE A REGISTRATION OR RETURN OF
ALLOTMENTS 815 FAILURE TO REGISTER AN ALLOTMENT 815 FAILURE TO MAKE A
RETURN OF AN ALLOTMENT, AND STATUTORY RELIEF 815 FALSE OR MISLEADING
STATEMENT IN DIRECTORS' RECOMMENDATION OF ALLOTMENT 815 THEFT 816
OFFICER OF A COMPANY PUBLISHING FALSE INFORMATION 816 THE S.L9 OFFENCE
816 PENALTY 816 CASE LAW ON THEFT IN THESE CIRCUMSTANCES 817 STAGS
OBTAINING PROPERTY BY DECEPTION UNDER S.15(1) 818 FRAUD ACT 2006 818 THE
SCOPE OF THE FRAUD ACT 2006 818 FALSE REPRESENTATION 819 THE CORE OF THE
FALSE REPRESENTATION OFFENCE 819 THE CONCEPT OF "GAIN" IN THIS CONTEXT
819 THE CONCEPT OF "LOSS" IN THIS CONTEXT 820 WHETHER A "REPRESENTATION"
HAS BEEN MADE 820 WHETHER A REPRESENTATION IS A "FALSE REPRESENTATION"
821 FAILURE TO DISCLOSE INFORMATION 822 THE SCOPE OF FAILURE TO DISCLOSE
INFORMATION 822 THE CONCEPTS OF "GAIN" AND "LOSS" 822 FRAUD BY MEANS OF
ABUSE OF POSITION 823 A PERSON EXPECTED TO SAFEGUARD THE INTERESTS OF
ANOTHER 823 ABUSE OF POSITION 824 THE CONCEPTS OF "GAIN" AND "LOSS" 824
THE DEFINITION OF "GAIN" AND "LOSS" 824 USE OF "ARTICLES" FOR FRAUD 825
THE LIABILITY OF EMPLOYEES AND AGENTS 826 FRAUD UNDER PRIVATE LAW 826
PART 9: THE ALLOTMENT OF SHARES CHAPTER 28*ALLOTMENT OF SHARES 829
INTRODUCTION 830 THE ALLOTMENT CODE IN THE COMPANIES ACT 2006 830 THE
CONTRACTUAL NATURE OF ALLOTMENTS OF SHARES 830 AUTHORITY TO ISSUE SHARES
832 THE AUTHORITY TO ISSUE SHARES 832 CONTENTS THE DIVISION BETWEEN
PUBLIC COMPANIES AND PRIVATE COMPANIES 832 THE THREE TYPES OF COMPANY
UNDER THE ALLOTMENT CODE IN CA 2006 832 THE MEANING OF "EQUITY
SECURITIES" AND "ALLOTMENT" 832 THE REMOVAL OF THE CONCEPT OF AUTHORISED
CAPITAL 833 THE PROHIBITION ON DIRECTORS ALLOTTING SHARES IN S. 549(1)
OF CA 2006 833 THE PROHIBITION ON DIRECTORS ALLOTTING SHARES IN S.
549(1) OF CA 2006 833 THE DIRECTORS' DUTY TO PROMOTE THE SUCCESS OF THE
COMPANY IN THE ALLOTMENT OF SHARES 834 VALIDITY OF ALLOTMENT NOT
COMPLYING WITH S.549 OF CA 2006 835 THE DIRECTORS' POWERS TO ALLOT
SHARES, BY WAY OF EXEMPTION FROM S.549(L)OFCA2006 835 EXEMPTIONS FROM
S.549(L) OF CA 2006: EMPLOYEE SHARE SCHEMES 836 EXEMPTIONS FROM S.549(1)
OF CA 2006: PRIVATE COMPANY WITH ONLY ONE CLASS OF SHARES 836 EXEMPTIONS
FROM S. 549(1) OF CA 2006: AUTHORISATION BY THE COMPANY 836 EXERCISE BY
DIRECTORS OF POWER TO ALLOT SHARES IN A PRIVATE COMPANY WITH ONLY ONE
CLASS OF SHARES 837 EXERCISE BY DIRECTORS OF POWER TO ALLOT SHARES IN
COMPANIES GENERALLY 837 THE SCOPE OF THIS DISCUSSION OF THIS EXCEPTION
837 THE CENTRAL PRINCIPLE 838 THE MEANS BY WHICH AUTHORISATION MAY BE
GIVEN AND MAINTAINED: THE FOUR PRE-REQUISITES 838 POWERS TO ALLOT NOT
EXISTING IN PERPETUITY: RENEWAL OF AUTHORISATION 839 THE RENEWAL OF
AUTHORISATION 840 ISSUES MADE WITHOUT AUTHORITY 840 THE RIGHTS OF
ORIGINAL SUBSCRIBERS TO THE MEMORANDUM 841 THE OFFENCE OF KNOWINGLY
CONTRAVENING S.549 OF CA 2006 841 THE MECHANICS OF MAKING AN ALLOTMENT
842 THE TIME AT WHICH SHARES ARE DEEMED TO HAVE BEEN ALLOTTED 842 SAVING
FOR OTHER RESTRICTIONS ON OFFER OR ALLOTMENT IN SECURITIES LAW 843 THE
REGISTRATION AND RETURN OF ALLOTMENTS 844 REGISTRATION AND RETURN OF
ALLOTMENTS 844 REGISTRATION OF ALLOTMENT 844 RETURN OF ALLOTMENT BY
LIMITED COMPANY 844 RETURN OF ALLOTMENT BY UNLIMITED COMPANY ALLOTTING
NEW CLASSES OF SHARES 845 OFFENCE OF FAILURE TO MAKE RETURN 846 THE
PRE-EMPTION RIGHTS OF EXISTING SHAREHOLDERS 846 CONTENTS INTRODUCTION TO
THE PRE-EMPTION RIGHTS OF SHAREHOLDERS 846 EXISTING SHAREHOLDERS' RIGHT
OF PRE-EMPTION 847 THE RIGHT OF PRE-EMPTION 847 THE MEANS OF
COMMUNICATING THE PRE-EMPTIVE OFFER 848 THE EFFECT OF CONTRAVENTION OF
S.561 OR S.562 849 EXCEPTIONS TO THE RIGHT OF PRE-EMPTION 850 EXCLUSION
OF RIGHT PRE-EMPTION 851 DISAPPLICATION OF PRE-EMPTION RIGHTS 852 PUBLIC
COMPANIES: ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED 85 5 ALLOTMENT OF
SHARES IN A PUBLIC COMPANY WHERE THAT ISSUE IS NOT SUBSCRIBED FOR IN
FULL 855 THE EFFECT OF AN IRREGULAR ALLOTMENT FURTHER TO S.578 OF CA
2006 856 PRINCIPLES OF GENERAL LAW IN THE ALLOTMENT OF SHARES 857 THE
SCOPE OF THIS SECTION 857 APPLICATIONS FOR AN ALLOTMENT OF SHARES 857
THE APPLICATION AS AN OFFER OF SECURITIES 857 APPLICATION BY AGENT 858
CONDITIONAL APPLICATIONS 858 APPLICATION MUST BE ACCEPTED WITHIN
REASONABLE TIME 859 ACCEPTANCE IN THE ALLOTMENT CONTRACT 860 THE
ALLOTMENT AS ACCEPTANCE 860 NOTICE OF ALLOTMENT AND ACCEPTANCE IN
CONTRACT LAW 860 INSTANTANEOUS ACCEPTANCE 861 ACCEPTANCE BY POST 861
PROOF OF NOTICE 862 ACCEPTANCE BY EXCHANGE OF SHARES FOR SHARES 862
IRREGULAR ALLOTMENTS 862 ALLOTMENT BY IRREGULARLY CONSTITUTED BOARD OF
DIRECTORS 862 THE CONTRACTUAL EFFECT OF AN IRREGULAR ALLOTMENT 863 ULTRA
VIRES ALLOTMENT 864 SPECIFIC PERFORMANCE OF A CONTRACT FOR THE ALLOTMENT
OF SHARES 864 MISTAKE IN THE ALLOTMENT OF SHARES 864 MISTAKE IN THE
ALLOTMENT OF SHARES 864 DIRECTORS' DUTIES TO ACT IN GOOD FAITH IN
RELATION TO AN ALLOTMENT 866 PAYMENT FOR SHARES 866 INTRODUCTION 866 WHO
IS LIABLE TO MAKE PAYMENT? 867 THE GENERAL PRINCIPLE 867 THE POSITION OF
NOMINEES 867 SHARES HELD FOR A PUBLIC COMPANY 868 PAYMENT: THE
CONSIDERATION 869 THE SCOPE OF THIS SECTION 869 THE RULE AGAINST SHARES
BEING ALLOTTED AT A DISCOUNT 869 THE RULE THAT PAYMENT IS TO BE MADE IN
MONEY OR MONEY'S WORTH, SUBJECT TO EXCEPTIONS 869 CONTENTS THE MEANING
OF PAYMENT IN CASH IN THIS CONTEXT 870 PROHIBITION ON SHARES BEING
ALLOTTED AT A DISCOUNT 870 THE GENERAL PROHIBITION 870 THE PROHIBITION
UNDER STATUTE 871 THE PROHIBITION AT COMMON LAW 871 POWER OF COURT TO
GRANT RELIEF 872 PROVISION FOR DIFFERENT AMOUNTS TO BE PAID ON SHARES
873 RESTRICTIONS ON PAYMENT OF COMMISSION 873 COMPANIES' POWER TO PAY
COMMISSION 873 COMMISSION PAID OTHERWISE THAN OUT OF NEWLY ISSUED SHARES
874 RESTRICTIONS ON COMMISSION NOT LIMITED TO PUBLIC ISSUES 875 PAYMENT
IN MONEY'S WORTH: THE DEVELOPMENT OF THE LAW AND THE POSITION OF PRIVATE
COMPANIES 875 PAYMENT FOR SHARES OF A PUBLIC COMPANY 877 PUBLIC COMPANY:
NO WORK OR SERVICES IN PAYMENT OF SHARES: S.585(L) OF CA 2006 877 PUBLIC
COMPANY: ALLOTMENT AS TO ONE-QUARTER PAID UP PLUS PREMIUM: S.586 OF CA
2006 878 PUBLIC COMPANY: PAYMENT BY LONG TERM UNDERTAKING: S.587 OF CA
2006 878 VALUATION OF NON-CASH CONSIDERATION BEFORE ALLOTMENT: S.593(L)
OF CA 2006 879 PUBLIC COMPANIES: INDEPENDENT VALUATION OF NON-CASH
CONSIDERATION: S.599 OF CA 2006 881 THE REQUIREMENT FOR AN INDEPENDENT
VALUATION OF A NON-CASH ASSET, AND ITS METHODOLOGY 881 AGREEMENT FOR
TRANSFER OF NON-CASH ASSET: EFFECT OF CONTRAVENTION 881 ENFORCEABILITY
OF UNDERTAKINGS TO DO WORK, ETC. 882 PUBLIC COMPANY: TRANSFER OF
NON-CASH ASSET WITHIN THE INITIAL PERIOD: S.598 OF CA 2006 882 PUBLIC
COMPANY: SHARES ISSUED TO SUBSCRIBER TO MEMORANDUM: S.584 OF CA 2006 882
ISSUES OF SHARES AT A PREMIUM 883 INTRODUCTION 883 FORMATION OF A SHARE
PREMIUM ACCOUNT 883 APPLICATION OF THE SHARE PREMIUM ACCOUNT 883 RELIEF
FROM THE OBLIGATION TO FORM A SHARE PREMIUM ACCOUNT 884 THE EFFECT OF
THE HENRY HEAD DECISION 884 THE HEADS OF RELIEF UNDER STATUTE 884 GROUP
RECONSTRUCTION RELIEF 885 MERGER RELIEF 886 MEANS OF ACCOUNTING FOR THE
CONSIDERATION 886 INDEX 887 |
| adam_txt |
DETAILED CONTENTS TABLE OF CASES LI TABLE OF STATUTES LXXIII TABLE OF
EUROPEAN LEGISLATION LXXXV TABLE OF FINANCIAL SERVICES AUTHORITY RULES
LXXXIX PREFACE XCV ABBREVIATIONS XCIX PART 1: FUNDAMENTALS OF SECURITIES
LAW AND REGULATION CHAPTER 1*SOURCES OF SECURITIES LAW IN THE UK 3 THE
SOURCES OF SECURITIES LAW 3 THE SOURCES OF SECURITIES LAW 4 THE SEVEN
TIERS OF SECURITIES LAW 4 HOW THESE VARIOUS SOURCES ARE DEALT WITH IN
THIS BOOK 7 THE DEVELOPMENT OF THE EU LEGISLATIVE FRAMEWORK FOR
FINANCIAL SERVICES 7 THE INTERACTION OF EU AND UK FINANCIAL SERVICES
LEGISLATION 7 THE DEVELOPMENT OF EC LEGISLATION IN RELATION TO FINANCIAL
SERVICES 9 THE POLICY UNDERPINNING EC LEGISLATION 10 THE NATURE OF
MUNICIPAL IMPLEMENTATION OF EC LEGISLATION 11 THE PRINCIPAL DIRECTIVES
FOR THE PURPOSES OF SECURITIES REGULATION 11 THE DEFINITION OF
"SECURITIES" FOR THE PURPOSES OF THIS BOOK 12 THE FORMS OF SECURITY
CONSIDERED IN THIS BOOK 12 POTTED DEFINITIONS OF THE MAIN TYPES OF
SECURITY 13 THE BASICS OF DEFINITION 13 SHARES 14 BONDS 14 SECURITISED
ASSETS 14 MORTGAGES*DISTINGUISHING BETWEEN "A SECURITY" AND "TAKING
SECURITY" 14 STATUTORY DEFINITIONS OF "SECURITY" 15 THE NATURE OF THE
STATUTORY DEFINITIONS 15 CONTENTS THE TERM "SECURITIES" AS DEFINED BY
PRINCIPAL LEGISLATION 15 SECURITIES AS DENNED BY CATEGORY UNDER THE
REGULATED ACTIVITIES ORDER 16 THE PURPOSE AND NATURE OF THE SECURITIES
MARKETS 17 SECURITIES REGULATION IN THE UK 18 THE DISCUSSION OF
FINANCIAL SERVICES REGULATION IN THIS BOOK 18 IMPORTANT MATTERS OF
DEFINITION 19 DISTINGUISHING BETWEEN GROUPS OF REGULATIONS IN THIS BOOK
19 DISTINGUISHING BETWEEN LAW AND REGULATION 20 SECURITIES REGULATION IN
THE UK AS PART OF A GLOBAL NETWORK 21 OFFERS OF SECURITIES FOR SALE AS A
CONTRACT 22 THE PROSPECTUS ESTABLISHING THE REPRESENTATION UNDERPINNING
THE CONTRACT 23 THE NATURE OF THE INVESTOR'S REMEDIES FOR MIS-SELLING 25
THE ROLE OF FINANCIAL REGULATION IN THE PROTECTION OF INVESTORS 26 THE
POLICY UNDERLYING THE REGULATION OF OFFERS OF SECURITIES TO THE PUBLIC
27 THE STRUCTURE OF THIS BOOK 28 CHAPTER 2*EC SECURITIES REGULATION 32
INTRODUCTION 32 THE GENESIS OF EC LEGISLATION ON FINANCIAL SERVICES 34
THE BIRTH AND FORMATIVE YEARS OF EC FINANCIAL SERVICES LAW 34 THE
FAILURE, THUS FAR, TO CREATE A SINGLE MARKET FOR SECURITIES 34 THE
RELATIONSHIP OF FREE MOVEMENT OF CAPITAL WITH SECURITIES MARKETS 35 FROM
HARMONY TO DIFFERENCE 35 PASSPORTING 36 THE EMERGENCE OF THE LAMFALUSSY
METHODOLOGY 37 IMPLEMENTATION OF EC SECURITIES DIRECTIVES IN THE UK 38
CENTRAL TENETS OF EU LAW 39 INTRODUCTION AND TERMINOLOGY 39 THE SCOPE OF
THIS SECTION 39 A WORD ON TERMINOLOGY 39 THE CORE PROVISIONS OF THE EC
TREATY IMPACTING ON FINANCIAL SERVICES 40 THE CORE ECONOMIC OBJECTIVES
OF THE EC TREATY 40 FREE MOVEMENT OF CAPITAL 41 THE DIRECT EFFECT OF EC
DIRECTIVES 41 THE ISSUE 41 THE GENERAL PRINCIPLES GOVERNING DIRECT
EFFECT IN EU LAW 42 THE DIRECT EFFECT OF DIRECTIVES 42 THE TWO
PRE-REQUISITES FOR DIRECT EFFECT 43 CONTENTS VERTICAL DIRECT EFFECT 44
ADMINISTRATIVE, HORIZONTAL DIRECT EFFECT 45 HORIZONTAL DIRECT EFFECT BY
INTERPRETATION OF NATIONAL LAW 46 INCIDENTAL HORIZONTAL EFFECTS 47 THE
APPLICABILITY OF THE PRINCIPLE OF SUBSIDIARITY 48 THE APPLICABILITY OF
THE PRINCIPLE OF PROPORTIONALITY 49 EC REGULATION OF FINANCIAL SERVICES
UNDER "MIFID" 49 INTRODUCTION 49 THE CORE OBJECTIVES OF MIFID 49 THE
BENEFITS WHICH ARE EXPECTED TO FLOW FROM MIFID 50 THE CATEGORIES OF
ACTIVITY REGULATED BY MIFID 51 AUTHORISATION AND ORGANISATION OF
INVESTMENT FIRMS 52 INTRODUCTION 52 AUTHORISATION OF INVESTMENT FIRMS 52
ORGANISATION OF INVESTMENT FIRMS 52 PASSPORTING 54 CONDUCT OF BUSINESS
OBLIGATIONS IN MIFID 54 THE GENERAL OBLIGATION OF HONESTY, FAIRNESS AND
PROFESSIONALISM 54 CLIENT CLASSIFICATION 54 THE OBLIGATIONS IMPOSED ON
INVESTMENT FIRMS 55 BEST EXECUTION 56 SECURITIES MARKETS AND MARKET
TRANSPARENCY IN MIFID 56 THE MARKET COVERAGE IN MIFID IN THE ABSTRACT 56
REGULATED MARKETS 57 MARKET TRANSPARENCY AND INTEGRITY 57 THEMATIC
ISSUES IN MIFID 58 PRINCIPLES-BASED REGULATION 58 THE BENEFITS OF THE
MOVEMENT TOWARDS HIGH-LEVEL PRINCIPLES 58 THE USE OF HIGH-LEVEL
PRINCIPLES IS FUNDAMENTAL TO PRIVATE LAW TOO 59 THE WAY FORWARD:
DEVELOPING A JURISPRUDENCE 60 "BEST EXECUTION" AND AVOIDANCE OF
CONFLICTS OF INTEREST 61 ISSUING AND LISTING SECURITIES 61 POLICY
PRESUMPTIONS BEHIND EC SECURITIES REGULATION 61 WHAT EC SECURITIES
REGULATION DOES NOT SEEK TO DO 62 THE PRINCIPAL POLICY OBJECTIVES OF EC
SECURITIES REGULATION 62 THE WIDENED SCOPE OF COMPANIES COVERED BY EC
SECURITIES REGULATION 63 DISTINGUISHING BETWEEN POLICY GOALS OF
HARMONISATION, APPROXIMATION AND CO-ORDINATION 64 THE RANGE OF EC
DIRECTIVES RELATING TO SECURITIES 64 THE RELATIONSHIP BETWEEN THE EC
SECURITIES DIRECTIVES 65 THE LIMITED SCOPE OF THE FOLLOWING DISCUSSION
OF THE INDIVIDUAL EC SECURITIES DIRECTIVES FOR PRESENT PURPOSES 66 THE
SCOPE OF THE EC DIRECTIVES ACROSS SECURITIES MARKETS 66 CONTENTS THE
APPLICATION OF THE SECURITIES DIRECTIVES TO SECURITIES TRADED ON A
"REGULATED MARKET" 67 THE PROBLEM WITH THE DEFINITION OF THE TERM
"REGULATED MARKET" 67 THE OPAQUE DEFINITION OF "REGULATED MARKET" IN THE
EC DIRECTIVES 68 WHAT MAY THE VERNACULAR, NON-TECHNICAL MEANING OF
"REGULATED MARKET" BE? 71 AN INTRODUCTION TO THE TERMS OF THE EC
SECURITIES DIRECTIVES 72 INTRODUCTION 72 THE POLICY PRIORITIES
UNDERPINNING EC SECURITIES REGULATION 73 THE REGULATION OF SECURITIES
MARKETS THROUGH TRANSPARENCY AND HARMONY 73 THE REQUIREMENT FOR RELIABLE
INFORMATION IN ACCOUNTING STANDARDS 74 A SUMMARY OF THE CONSOLIDATED
ADMISSIONS AND REPORTING DIRECTIVE 75 THE STRUCTURE OF CARD 75 THE
CO-ORDINATION OBJECTIVE 75 THE DETAILED POLICIES: PASSPORTING AND
INVESTOR PROTECTION IN CARD 76 THE POLICY UNDERPINNING THE PROSPECTUS
DIRECTIVE 77 THE GENERAL PURPOSE BEHIND THE PROSPECTUS DIRECTIVE 2003 77
THE SINGLE PASSPORT REGIME WITHIN THE PROSPECTUS DIRECTIVE 78 THE PUBLIC
OFFER OF SECURITIES WITHIN THE PROSPECTUS DIRECTIVE, AND ALSO SECURITIES
TO BE ADMITTED TO TRADING BUT NOT TO BE OFFERED TO THE PUBLIC 78 THE
PUBLICATION REQUIREMENTS UNDER THE PROSPECTUS DIRECTIVE 79 THE SINGLE
MARKET FOR SECURITIES AND THE PROSPECTUS DIRECTIVE 79 ENHANCEMENT OF
INVESTOR PROTECTION UNDER THE PROSPECTUS DIRECTIVE 80 THE POLICY
UNDERPINNING THE COMMISSION'S TECHNICAL REGULATION ON PROSPECTUSES 81
THE CONTINUING IMPORTANCE OF DOMESTIC LAW 82 THE POLICY UNDERPINNING THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 83 THE GENERAL PRINCIPLES
UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE 83 OBLIGATIONS TO
PUBLISH INFORMATION UNDER THE TRANSPARENCY OBLIGATIONS DIRECTIVE 83 THE
APPLICATION OF THE TRANSPARENCY OBLIGATIONS DIRECTIVE 84 IMPLEMENTATION
OF THE POLICIES UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE IN
MEMBER STATES: "GOLD-PLATING" 85 THE TAKEOVER DIRECTIVE 86 THE MARKET
ABUSE DIRECTIVE 86 POTENTIAL FUTURE EFFECTS OF THE HARMONISATION AGENDA
87 WILL HARMONISATION OF SECURITIES LAWS REQUIRE AMENDMENT TO FSA
REGULATION AND EVEN TO ENGLISH SUBSTANTIVE LAW? 87 CONTENTS THE
QUESTIONS POSED BY THE HARMONISATION AGENDA 87 THE EFFICACY OF EC
SECURITIES REGULATION 88 CHAPTER 3*UK FINANCIAL SERVICES REGULATION 90
FUNDAMENTALS OF FINANCIAL SERVICES REGULATION IN THE UK 90 THE SCOPE AND
PURPOSE OF THIS CHAPTER 90 THE STRUCTURE OF THE REGULATION OF SECURITIES
MARKETS IN THE UK 91 THE BASIC DIVISIONS WITHIN SECURITIES REGULATION 91
REGULATION OF THE OFFICIAL LIST 92 REGULATION OF OFFERS OF SECURITIES TO
THE PUBLIC 92 REGULATION OF THE DISCLOSURE OF INFORMATION 92 GENERAL
REGULATION OF FINANCIAL SERVICES ACTIVITY IN THE UK 93 THE OUTLINE OF
FSA REGULATION 93 THE NATURE OF FINANCIAL REGULATION WITHIN SECURITIES
LAW 93 FINANCIAL REGULATION AS A DISTINCT DISCIPLINE IN PRACTICE 93 KEY
THEMES IN FSA REGULATION 95 THE PRINCIPAL THEMES 95 THE BENEFITS OF
PRINCIPLES-BASED REGULATION 95 THE FOCUS ON INVESTOR PROTECTION 97 THE
FINANCIAL SERVICES AND MARKETS ACT 2000 REGIME 98 THE FINANCIAL SERVICES
AND MARKETS ACT 2000 98 THE MACRO-ECONOMIC OBJECTIVES OF THE FINANCIAL
SERVICES AUTHORITY 99 THE FINANCIAL SERVICES AUTHORITY'S GENERAL DUTIES
99 RESTRICTIONS ON THE SCOPE OF THE FSA'S REGULATORY POWER 100 THE
POWERS OF THE FINANCIAL SERVICES AUTHORITY 102 THE FINANCIAL SERVICES
AUTHORITY'S POWER TO MAKE REGULATORY RULES 102 LIABILITY FOR LOSSES
ARISING FROM AN INVESTMENT 102 FSA PRINCIPLES FOR BUSINESSES 104
INTRODUCTION 104 THE CORE PRINCIPLE OF BUSINESS INTEGRITY 104 THE
MEANING OF "INTEGRITY" 104 SUBJECTIVE AND OBJECTIVE INTEGRITY 105 THE
PHILOSOPHY OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 106 SECURITIES
UNDER THE REGULATED ACTIVITIES ORDER 107 INTRODUCTION 107 AUTHORISATION
IS NECESSARY TO CONDUCT A REGULATED ACTIVITY 107 THE GENERAL PROHIBITION
107 THE CRIMINAL PENALTY FOR UNAUTHORISED PERSONS WHO BREACH THE GENERAL
PROHIBITION 108 THE EFFECT OF AUTHORISED PERSONS ACTING OUTSIDE THEIR
AUTHORISATION 108 CONTENTS THE PRIVATE LAW UNENFORCEABILITY OF
AGREEMENTS ENTERED INTO IN BREACH 109 THE REGULATION OF "REGULATED
ACTIVITIES" UNDER FSMA 2000 109 THE DEFINITION OF "REGULATED ACTIVITY"
109 THE SIGNIFICANCE OF IDENTIFYING A REGULATED ACTIVITY 110 THE MEANING
OF "BUSINESS" 111 "SECURITIES" UNDER THE RAO 112 CRIMINAL AND REGULATORY
OFFENCES RELATED TO SECURITIES MARKET ACTIVITY 113 AN OVERVIEW OF THE
CRIMINAL LAW AND REGULATORY OFFENCES 113 THE DISCUSSION OF CRIMINAL LAW
IN THIS BOOK 113 INSIDER DEALING 113 THE POWER OF THE FSA TO PROSECUTE
IN RELATION TO INSIDER DEALING 114 CRIMINAL OFFENCES UNDER FSMA 2000 114
LIABILITY FOR MISLEADING STATEMENTS AND MARKET MANIPULATION UNDER FSMA
2000 115 MARKET ABUSE, USE OF INSIDE INFORMATION AND OTHER MISFEASANCE
115 THE SCOPE OF THE MARKET ABUSE CODE 115 THE DEFINITION OF "INSIDE
INFORMATION" 117 THE FSA MARKET TRIBUNAL 119 FINANCIAL PROMOTION 119
MIFID AND CONDUCT OF BUSINESS RULES 121 INTRODUCTION 121 CONDUCT OF
BUSINESS 122 THE MIFID CONDUCT OF BUSINESS PRINCIPLES 122 THE
REQUIREMENT THAT INVESTMENT FIRMS ACT HONESTLY, FAIRLY AND
PROFESSIONALLY 122 PREVENTION OF EXCLUSION OF LIABILITY 123 THE
OBLIGATION AS TO PROVISION OF INFORMATION 123 THE OBLIGATION TO PROVIDE
APPROPRIATE INFORMATION 124 CLIENT CLASSIFICATION UNDER MIFID: THE
OBLIGATIONS TO TAKE ACTIVE STEPS TO ASSESS THE CLIENT'S LEVEL OF
EXPERTISE, AND PERSONAL OBJECTIVES 125 CLIENT CLASSIFICATION UNDER COBS
126 THE NEED TO DOCUMENT TRANSACTIONS APPROPRIATELY 130 THE OBLIGATION
TO PROVIDE ADEQUATE REPORTS 131 BEST EXECUTION UNDER MIFID 131 CLIENT
ORDER HANDLING 132 STANDARD OF COMMUNICATION WITH CUSTOMERS AND A
COMPARISON WITH CASE LAW 133 SUITABILITY IN THE CONDUCT OF BUSINESS:
SUITABILITY OF METHOD OF SALE AND SUITABILITY OF THE PRODUCT IN ITSELF
134 THE OBLIGATION TO GIVE WARNINGS AS TO RISKS 134 ISSUES AS TO THE
NATURE OF FINANCIAL REGULATION WITHIN SECURITIES LAW 135 CONTENTS
SIGNIFICANT OVERLAPS BETWEEN FINANCIAL REGULATION AND SUBSTANTIVE LAW
135 THE STRUCTURE OF THE LAW OF FINANCE 137 THE NATURE OF HIGH-LEVEL
PRINCIPLES IN FINANCIAL REGULATION 138 CHAPTER 4*THEMES IN THE
HISTORICAL DEVELOPMENT OF SECURITIES LAW 142 INTRODUCTION 142 THE
HISTORICAL ROOTS OF SECURITIES LAW 143 THE CONTEXT IN WHICH THE EARLY
COMMON LAW ON PROSPECTUSES WAS FORMED 143 FROM THE SOUTH SEA BUBBLE
THROUGH THE GREAT CRASH OF 1929 TO TODAY 145 LEARNING THE LESSONS OF
HISTORY 145 THE SOUTH SEA BUBBLE 146 THE GREAT CRASH OF 1929 147 MODERN
MINIATURE DISASTERS: ENRON, WORLDCOM, BARINGS, BCCI AND SO ON . 148
LESSONS FROM THE HISTORY OF SECURITIES LAW 150 THE DEVELOPMENT OF MODERN
SECURITIES REGULATION 151 THE HISTORICAL DEVELOPMENT OF SECURITIES
REGULATION 151 SOME KEY CURRENT CONCEPTS HAVE BEEN IN THE LEGISLATION
SINCE THE NINETEENTH CENTURY 151 THE DEVELOPMENT OF SECURITIES LAW IN
THE TWENTIETH CENTURY 153 THE PRESENT POSITION 1 54 PART 2: PRACTICE IN
THE SECURITIES MARKETS CHAPTER 5*SECURITIES MARKETS IN THE UK 157
INTRODUCTION 157 THE MARKETS FOR SECURITIES IN THE UK 158 THE MARKETS
158 THE SITES OF SECURITIES DEALINGS IN THE UK: THE INFLUENCE OF THE EU
IN GENERATING NEW MARKETS AND NEW TRADING PLATFORMS 158 THE GROWTH OF
SECURITIES MARKETS WITH THE SOPHISTICATION AND COMPLEXITY OF ECONOMIC
ACTIVITY 159 THE SECURITIES MARKETS IN OUTLINE 160 THE FIRST TIER MARKET
161 THE LISTED MARKET 161 "PUBLIC COMPANIES" AND "LISTED COMPANIES" 162
CONTENTS THE TYPES OF PUBLIC COMPANIES WHICH BECOME LISTED COMPANIES 162
THE LONDON STOCK EXCHANGE 162 PRIMARY AND SECONDARY MARKETS 164 THE
SECOND TIER MARKETS 164 THE ALTERNATIVE INVESTMENT MARKET 164 THE
DEVELOPMENT OF SECURITIES REGULATION FROM NOW-DEFUNCT SECOND-TIER STOCK
MARKETS IN THE UK TOWARDS AIM 165 THE DEVELOPMENT OF THE NEW SECURITIES
REGULATION ARCHITECTURE OUT OF THESE SELF-REGULATORY SCHEMES 167 THE
THIRD TIER MARKETS: THE FUTURE AND MIFID 168 THE PROCESS OF ISSUING
SECURITIES 168 THE LISTING RULES, ADMISSION TO TRADING AND REGULATED
MARKETS 168 METHODS OF ISSUE AND UNDERWRITING 169 DIRECT INVITATION BY A
COMPANY 170 OFFERS FOR SALE 170 OFFER BY TENDER 171 PLACING OR SELECTIVE
MARKETING 172 RIGHTS ISSUE 172 BONUS OR CAPITALISATION ISSUES, AND THE
SCRIP DIVIDEND 174 STAGGING 175 UNDERWRITING 175 INTRODUCTION 175
COMPANIES' POWER TO PAY COMMISSION TO UNDERWRITERS 177 PERFORMANCE OF
UNDERTAKING TO UNDERWRITE DEBENTURES 178 THE FORM OF AN UNDERWRITING
AGREEMENT 178 FIRM UNDERWRITING 179 AUTHORITY TO APPLY FOR SHARES IN
UNDERWRITER'S NAME: UNCONDITIONAL AUTHORITY 179 AUTHORITY TO APPLY FOR
SHARES IN UNDERWRITER'S NAME: CONDITIONAL AUTHORITY 179 INVESTMENT
EXCHANGES AND CLEARANCE HOUSES ACT 2006 1 80 THE MISCHIEF AT WHICH THE
LEGISLATION WAS DIRECTED 180 THE POWERS OF THE FSA IN RELATION TO
EXCESSIVE REGULATORY PROVISIONS 181 IDENTIFYING AN "EXCESSIVE" PROPOSED
REGULATION 181 THE PRIVATE LAW EFFECT OF THE DISAPPLICATION OF A
REGULATION 183 THE DUTY TO NOTIFY A PROPOSAL TO MAKE REGULATORY
PROVISIONS 183 THE ACTUAL AMBIT OF S.300A COMPARED TO THE MISCHIEF AT
WHICH IT WAS AIMED 183 UNCERTIFICATED SECURITIES 184 THE UNCERTIFICATED
SECURITIES REGULATIONS 2001 184 CREST 185 CONTENTS CHAPTER 6*CORPORATE
GOVERNANCE AND PROCEDURES INTERNAL TO THE ISSUER OF SECURITIES 1 86
INTRODUCTION 1 86 ALLOTMENT OF SHARES 187 REGISTER OF SHARES 188
CORPORATE GOVERNANCE 188 INTRODUCTION 188 THE COMBINED CODE ON CORPORATE
GOVERNANCE 189 THE EMERGENCE OF THE COMBINED CODE 189 THE UNDERPINNING
PRINCIPLES OF THE COMBINED CODE 190 THE STRUCTURE OF THE COMBINED CODE
190 PRINCIPLES RELATING TO DIRECTORS 190 THE LEVEL AND MAKE-UP OF
REMUNERATION 192 ACCOUNTABILITY AND AUDIT 193 RELATIONS WITH
SHAREHOLDERS 194 THE LACK OF LEGAL EFFECT OF CORPORATE GOVERNANCE CODES
194 THE DECISION TO ISSUE SECURITIES 195 INTRODUCTION: VESTED INTERESTS
AND THE SELECTION OF CAPITAL STRATEGIES 195 ADMISSION TO LISTING FOR
PUBLIC COMPANIES 196 FINANCIAL ASSISTANCE 196 INTRODUCTION 196 THE
PROHIBITION ON FINANCIAL ASSISTANCE IN THE COMPANIES ACT 2006 197 THE
EXTENT OF THE PROHIBITIONS ON FINANCIAL ASSISTANCE 197 A BREACH OF ANY
OF THE PROHIBITIONS IS A CRIMINAL OFFENCE 198 THE MEANING OF FINANCIAL
ASSISTANCE AS DEVELOPED IN THE CASE LAW 198 THE PATTERN IN THE CASES 198
THE TYPES OF ACTIVITY WHICH CONSTITUTE FINANCIAL ASSISTANCE 199 WHETHER
THE PURPOSE OF ACQUIRING SHARES IS INCIDENTAL TO A LARGER TRANSACTION
201 CIRCUMSTANCES IN WHICH THERE WILL NOT BE FINANCIAL ASSISTANCE UNDER
STATUTE 203 UNCONDITIONAL EXCEPTIONS UNDER STATUTE 203 CONDITIONAL
EXCEPTIONS UNDER STATUTE 203 THE EFFECT OF TRANSACTIONS BEING TAINTED
WITH FINANCIAL ASSISTANCE UNDER PRIVATE LAW 204 THE RESTRICTION ON A
COMPANY BUYING ITS OWN SHARES 205 INTRODUCTION 205 RESTRICTIONS ON A
COMPANY BUYING ITS OWN SHARES 205 OPEN-ENDED INVESTMENT COMPANIES 206
PERSONS RESPONSIBLE FOR THE DOCUMENTATION OFFERING SECURITIES 206
CONTENTS PART 3: THE MARKETING OF SECURITIES CHAPTER 7*FINANCIAL
PROMOTION 209 INTRODUCTION 209 THE SCOPE OF THE FINANCIAL PROMOTION CODE
209 THE PRACTICE OF MARKETING SECURITIES 210 FINANCIAL PROMOTION 211 THE
FUNDAMENTALS OF THE RESTRICTION ON FINANCIAL PROMOTION 211 STATUTORY
RESTRICTIONS ON FINANCIAL PROMOTION 211 THE CENTRAL RESTRICTION ON
FINANCIAL PROMOTION 211 THE POLICY UNDERPINNING THE RESTRICTION 212 THE
CONSEQUENT EXCLUSION OF AUTHORISED COMMUNICATIONS BY AUTHORISED PERSONS
212 WHAT CONSTITUTES "BUSINESS" 213 WHAT CONSTITUTES A "COMMUNICATION"
213 WHAT CONSTITUTES ENGAGEMENT IN AN INVESTMENT ACTIVITY 213 WHAT
CONSTITUTES "INVESTMENT" 213 THE DEFINITION OF ENGAGEMENT IN INVESTMENT
ACTIVITY 213 COMMUNICATIONS FROM OUTSIDE THE UNITED KINGDOM 214 CONDUCT
OF BUSINESS REGULATION IN RELATION TO AUTHORISED PERSONS 215 THE MIFID
CONDUCT OF BUSINESS PRINCIPLES IN RELATION TO COMMUNICATIONS 215 FSA
FINANCIAL PROMOTION RULES 216 FSA CONDUCT OF BUSINESS PRINCIPLES 217
COMMUNICATIONS WITH CLIENTS GENERALLY UNDER COBS 217 COMMUNICATIONS
SPECIFICALLY WITH RETAIL CUSTOMERS 218 EXEMPTIONS FROM THE FINANCIAL
PROMOTION CODE 218 INTRODUCTION 218 THE POWER TO CREATE EXEMPTIONS
CONTAINED IN S.21 OF FSMA 2000 218 THE FINANCIAL PROMOTION ORDER 2005
219 THE SCOPE OF THE FINANCIAL PROMOTIONS ORDER 2005 219 COMMUNICATIONS
FROM OUTSIDE THE UK, AND OFFSHORE WEBSITES 219 COMMUNICATIONS WHERE THE
FIRST APPROACH IS MADE BY THE CUSTOMER 220 FOLLOW-UP COMMUNICATIONS 220
GENERIC COMMUNICATIONS 221 CRIMINAL OFFENCES FOR CONTRAVENTION OF THE
FINANCIAL PROMOTION RESTRICTION 22 1 THE OFFENCE AND PENALTIES 221
DEFENCES 222 PRIVATE LAW CONSEQUENCES OF A BREACH OF THE FINANCIAL
PROMOTION RESTRICTION 223 CONTENTS THE ENFORCEABILITY OF AGREEMENTS
ENTERED INTO WHEN THERE HAS BEEN A BREACH OF S.21 OF FSMA 2000 223 THE
PRINCIPLE IN S.30 OF FSMA 2000 223 PROPRIETARY AND PERSONAL REMEDIES FOR
THE NON-DEFAULTING PARTY; BARGAIN UNENFORCEABLE FOR THE DEFAULTING PARTY
223 A POWER IN THE COURT TO ENFORCE AN AGREEMENT AGAINST A NON-
DEFAULTING PARTY WHERE JUST AND EQUITABLE TO DO SO 225 CONSEQUENTIAL
MATTERS RELATING TO THE ENFORCEABILITY OF AGREEMENTS 226 FINANCIAL
PROMOTION AND ADVERTISEMENT OF SECURITIES SPECIFICALLY 22 6 INTRODUCTION
226 ADVERTISEMENTS IN CONNECTION WITH OFFERS OF SECURITIES UNDER THE
PROSPECTUS REGULATIONS 2005 227 PART 4: PUBLIC OFFERS OF SECURITIES,
LISTING AND TRADING ON REGULATED MARKETS CHAPTER 8*OFFERS OF SECURITIES
TO THE PUBLIC: AN OVERVIEW 23 1 INTRODUCTION 23 1 AN OVERVIEW OF THE LAW
RELATING TO LISTED SECURITIES 232 THE PRINCIPAL ISSUES RELATING TO THE
LAW ON LISTED SECURITIES 232 AN OUTLINE OF THE KEY PROVISIONS OF THE
LISTING RULES 234 THE REQUIREMENT FOR A PROSPECTUS 234 CONTINUING
OBLIGATIONS 234 CIVIL LIABILITY FOR OFFERS OF SECURITIES 236 PERSONS
RESPONSIBLE FOR THE PROSPECTUS 236 THE SCOPE OF "OFFERS OF SECURITIES TO
THE PUBLIC" 236 INTRODUCTION 236 THE SCOPE OF THIS SECTION 236 EXCLUSION
OF PRIVATE COMPANIES FROM ABILITY TO OFFER SECURITIES TO THE PUBLIC 237
THE MEANING OF AN "OFFER TO THE PUBLIC" 237 THE TWO SENSES IN WHICH AN
OFFER TO THE PUBLIC IS DEFINED IN FSMA 2000 237 THE MEANING OF "AN OFFER
OF TRANSFERABLE SECURITIES TO THE PUBLIC" 237 MATTERS WHICH FALL OUTSIDE
THE NOTION OF AN OFFER OF TRANSFERABLE SECURITIES 239 "SECURITIES" AND
"TRANSFERABLE SECURITIES" 240 THE DEFINITION OF "SECURITIES" 240 THE
DEFINITION OF "TRANSFERABLE SECURITIES" 240 CONTENTS THE DEFINITION OF
THE "ISSUER" OF SECURITIES 243 THE MEANING OF THE TERMS "PROSPECTUS" AND
"LISTING PARTICULARS" 243 INTRODUCTION 243 PROSPECTUS 244 LISTING
PARTICULARS 244 THE STRUCTURE OF THE REGULATION OF LISTED SECURITIES 246
THE SOURCES OF THE LAW ON ADMISSION TO THE OFFICIAL LIST 246 PART VI OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000: THE GENERAL SCHEME 248
MANNER OF GIVING EFFECT TO THE EC DIRECTIVES BY THE ACT 248 THE OUTLINE
OF THE FSA SECURITIES REGULATIONS 249 INTRODUCTION 249 THE LISTING RULES
250 THE PROSPECTUS RULES 250 THE DISCLOSURE AND TRANSPARENCY RULES 250
PRIVATE COMPANIES MAY NOT OFFER SECURITIES TO THE PUBLIC 251 THE GENERAL
PROHIBITION 251 MEANING OF "OFFER TO THE PUBLIC" IN THE CONTEXT OF A
PRIVATE COMPANY 252 ENFORCEMENT OF THE PROHIBITION 252 CHAPTER 9 * THE
PRINCIPLES UNDERPINNING THE LISTING RULES 254 INTRODUCTION 254 THE
LISTING RULES 255 THE COMPOSITION OF THE CURRENT LISTING RULES 255 THE
POWER TO CREATE THE LISTING RULES 255 THE EMERGENCE OF THE CURRENT
LISTING RULES 255 FORERUNNERS TO THE CURRENT LISTING RULES 257 THE
SIGNIFICANCE OF THE LAY-OUT AND COMPOSITION OF THE LISTING RULES
POST-2000 257 THE POWER OF UKLA TO MODIFY OR DISPENSE WITH ITS RULES 258
UKLA'S REGULATORY PRINCIPLES 260 THE SIX REGULATORY PRINCIPLES 260 THE
ROLE OF THE SIX PRINCIPLES 260 ECONOMIC EFFICIENCY IN THE USE OF UKLA'S
OWN RESOURCES 261 PROPORTIONALITY 261 FACILITATING INNOVATION 262 THE
INTERNATIONAL CHARACTER OF CAPITAL MARKETS 263 MINIMISATION OF EFFECTS
ON COMPETITION 264 FACILITATING COMPETITION 264 THE INTERACTION WITH
FSA'S GENERAL ROLE AS THE UK'S FINANCIAL REGULATOR 265 THE LISTING
PRINCIPLES 265 CONTENTS THE SCOPE OF THE OBLIGATIONS IMPOSED ON THE
ISSUER BY THE LISTING PRINCIPLES 265 THE LISTING PRINCIPLES*IMPOSING
GENERAL OBLIGATIONS ON THE ISSUER 265 THE INTRODUCTION OF THE LISTING
PRINCIPLES 265 (1) ENABLING DIRECTORS TO UNDERSTAND THEIR OBLIGATIONS
267 (2) MAINTENANCE OF ADEQUATE PROCEDURES, SYSTEMS AND CONTROLS 268 (3)
LISTED COMPANIES MUST ACT WITH INTEGRITY 270 (4) COMMUNICATIONS OF
INFORMATION SO AS TO AVOID THE CREATION OF A FALSE MARKET 272 (5) ALL
SHAREHOLDERS TO BE PLACED IN THE SAME POSITION 272 (6) DEALINGS OF
LISTED COMPANIES WITH UKLA 272 CONTINUING OBLIGATIONS IN THE LISTING
RULES 273 INTRODUCTION 273 CONTINUING OBLIGATIONS ON LISTED COMPANIES
IMPOSED BY THE EC DIRECTIVES 273 CONTINUING OBLIGATIONS UNDER THE
LISTING RULES 274 CHAPTER 10*THE MODEL CODE AND INSIDE INFORMATION 27 9
THE MODEL CODE WITHIN THE LISTING RULES 279 THE MODEL CODE AND CORPORATE
GOVERNANCE 279 THE MODEL CODE AND OTHER CONTINUING OBLIGATIONS IN
SECURITIES LAW 280 THE MODEL CODE 281 THE PURPOSE OF THE MODEL CODE 281
HOW THE MODEL CODE INTERACTS WITH THE GENERAL LAW ON THE USE OF INSIDE
INFORMATION 282 THE JURISPRUDENTIAL NATURE OF THE MODEL CODE 282 THE
CENTRAL RESTRICTION IN THE MODEL CODE 283 THE DEFINITION OF KEY TERMS
WITHIN THE MODEL CODE 284 "RESTRICTED PERSONS" 284 "DEALING IN
SECURITIES" 285 "PROHIBITED PERIOD" 286 EXEMPT DEALINGS IN SECURITIES
287 INSIDE INFORMATION 287 THE DISCUSSION OF INSIDE INFORMATION
ELSEWHERE IN THIS BOOK 287 THE DEFINITION OF "INSIDE INFORMATION" 288
WHEN THE USE OF INSIDE INFORMATION CONSTITUTES MARKET ABUSE 288
OBTAINING CLEARANCE 290 THE PROCEDURE FOR OBTAINING CLEARANCE 290
CIRCUMSTANCES IN WHICH CLEARANCE SHOULD ALWAYS BE REFUSED, UNLESS AN
EXCEPTIONAL CIRCUMSTANCE 291 OBLIGATION TO MAKE PUBLIC DEALINGS BY
RESTRICTED PERSONS 292 MATTERS RELATING TO INSIDE INFORMATION WHICH MUST
BE DISCLOSED 292 CONTENTS THE ROLE OF THE DISCLOSURE RULES IN RELATION
TO INSIDE INFORMATION 292 OBLIGATION OF NOTIFICATION IMPOSED ON THE
ISSUER IN RELATION TO INSIDER INFORMATION 293 FURTHER POWERS TO COMPEL
PUBLICATION UNDER THE DISCLOSURE RULES 294 SANCTIONS FOR BREACH OF
CONTINUING OBLIGATIONS 295 FURTHER POWERS UNDER THE DISCLOSURE RULES 295
CHAPTER 11*ADMISSION TO LISTING 296 INTRODUCTION 296 SOURCES OF LAW ON
ADMISSION TO LISTING 296 THE CONSOLIDATED ADMISSION AND REPORTING
DIRECTIVE 2001 297 OBLIGATIONS IN RELATION TO THE PROVISION OF
INFORMATION 297 SUMMARY OF THE PRE-CONDITIONS FOR ADMISSION TO LISTING
298 ADMISSION TO LISTING 299 FUNDAMENTALS OF THE APPLICATION FOR
ADMISSION TO LISTING 299 THE PRECONDITIONS FOR MAKING AN APPLICATION FOR
LISTING 299 ADMISSION TO LISTING MAY BE SUBJECT TO CONDITIONS 299
GENERAL PROHIBITIONS ON PARTICULAR TYPES OF LISTING 300 BASIC CONDITIONS
FOR ADMISSION TO LISTING 300 GENERAL CONDITIONS FOR LISTING 300 THE
IMPOSITION OF SPECIFIC CONDITIONS FOR LISTING 301 DEVELOPMENT IN THE
INTERNAL DIVISION OF THE LISTING RULES 301 GENERAL CONDITIONS TO BE
SATISFIED BY THE APPLICANT BEFORE LISTING 302 THE STRUCTURE OF THE
GENERAL CONDITIONS 302 REQUIREMENT THAT THE APPLICANT BE DULY
CONSTITUTED AND OPERATING 302 REQUIREMENTS AS TO PUBLISHED FINANCIAL
INFORMATION 302 REQUIREMENTS IN RELATION TO ACCOUNTS 303 REQUIREMENTS AS
TO THE COMPANY'S MANAGEMENT 303 REQUIREMENTS AS TO WORKING CAPITAL 304
REQUIREMENT FOR A PROSPECTUS 305 CONDITIONS TO BE SATISFIED IN RELATION
TO THE SECURITIES 305 THE CONDITIONS IN OUTLINE 305 ADMITTANCE TO
TRADING ON RIE 305 SECURITIES MUST BE VALIDLY ISSUED AND FREELY
TRANSFERABLE 306 MARKET CAPITALISATION 306 WHOLE OF CLASS IN ISSUE 307
CONDITION THAT THERE BE A PROSPECTUS 307 DOCUMENTATION REQUIRED AS PART
OF THE APPLICATION PROCEDURE: LISTING PARTICULARS AND PROSPECTUSES 307
THE APPLICATION PROCEDURE FOR ADMISSION TO THE OFFICIAL LIST 309 THE
VARIOUS CODES FOR APPLICATIONS FOR ADMISSION TO LISTING 309 UKLA'S
APPROACH TO CONSIDERING APPLICATIONS 309 CONTENTS APPLICATIONS FOR
ADMISSION TO LISTING IN RELATION TO EQUITY SECURITIES 309 APPLICATIONS
FOR ADMISSION TO LISTING IN RELATION TO DEBT SECURITIES 311 APPLICATIONS
FOR ADMISSION TO LISTING IN RELATION TO BLOCK LISTING OF SECURITIES 311
APPLICATIONS FOR ADMISSION TO LISTING BY WAY OF FORMAL APPLICATION 312
APPLICATIONS FOR ADMISSION TO LISTING IN RELATION TO SCH.LLA SECURITIES
312 ANNOUNCEMENT OF ADMISSION TO LISTING 313 SPONSORS 313 INTRODUCTION
313 THE ROLE OF SPONSORS 313 THE REQUIREMENT FOR SPONSORS AND LISTING
AGENTS 316 DISCIPLINARY ACTIONS IN RELATION TO SPONSORS 318 ACCEPTANCE
AND REFUSAL OF LISTING APPLICATIONS 318 REFUSAL OF LISTING APPLICATION
318 SANCTIONS*FINANCIAL PENALTIES AND DISCONTINUANCE OF LISTING 319
IMMUNITY 319 JUDICIAL REVIEW 320 FINANCIAL PROMOTION AND ADVERTISEMENTS
320 INTRODUCTION 320 ADVERTISEMENTS IN CONNECTION WITH LISTING
APPLICATIONS 320 RESTRICTIONS ON FINANCIAL PROMOTION 320 CHAPTER
12*PROSPECTUSES 323 INTRODUCTION 324 THE FUNDAMENTAL PRINCIPLES OF THE
REGULATION OF PROSPECTUSES 324 THE PROSPECTUS AS THE PRINCIPAL MEANS OF
PROVIDING INFORMATION TO INVESTORS 324 THE STATUTORY REQUIREMENT FOR A
PROSPECTUS 324 THE REFORM OF THE REGULATORY TREATMENT OF LISTED AND OF
UNLISTED SECURITIES 325 THE PRINCIPLES OF THE PROSPECTUS RULES 325 THE
CONTENTS OF THE PROSPECTUS RULES 325 THE APPLICABILITY OF THE PROSPECTUS
RULES BEYOND LISTED SECURITIES 326 WHAT IS A PROSPECTUS? 327 THAT THIS
CHAPTER ONLY CONSIDERS OFFERS OF TRANSFERABLE SECURITIES TO THE PUBLIC
OR REQUESTS FOR ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET
327 THE SHAPE OF THE DISCUSSION OF THE REGULATION OF PROSPECTUSES IN
THIS CHAPTER 328 CONTENTS A SUMMARY OF THE PROSPECTUS RULES 328 THE
CONTRACTUAL ROLE OF THE PROSPECTUS UNDER THE GENERAL LAW 328 A BRIEF
HISTORICAL INTRODUCTION TO THE LAW ON PROSPECTUSES 329 AN OUTLINE OF THE
REGULATION OF PROSPECTUSES 330 THE STRUCTURE OF THE REGULATION OF
PROSPECTUSES 330 THE PROSPECTUS DIRECTIVE 331 THE POLICY UNDERPINNING
THE PROSPECTUS DIRECTIVE 331 THE CORE PRINCIPLES OF THE PROSPECTUS
DIRECTIVE 332 THE GOALS OF PROSPECTUS REGULATION 333 THE EXTENT OF THE
REQUIREMENT FOR A PROSPECTUS 334 INTRODUCTION 334 OFFERS OF TRANSFERABLE
SECURITIES REQUIRE THE PUBLICATION OF AN APPROVED PROSPECTUS: S.85(L) OF
FSMA 2000 334 THE FIRST HEAD OF LIABILITY UNDER S.85 OF FSMA 2000 334
THE MEANING OF "TRANSFERABLE SECURITIES" IN S.85(L) OF FSMA 2000 335 THE
SENSE IN WHICH MATTERS ARE "UNLAWFUL" UNDER S.85(L) OF FSMA 2000 335
EXCLUSIONS FROM THE AMBIT OF "TRANSFERABLE SECURITIES" IN THE PROSPECTUS
RULES 335 REQUESTS FOR ADMISSION TO TRADING ON A REGULATED MARKET
REQUIRE A PROSPECTUS 337 THE PENALTIES FOR THE CRIMINAL OFFENCES UNDER
S.85 OF FSMA 2000 338 PRIVATE LAW LIABILITY FURTHER TO S.85 OF FSMA 2000
338 THE NATURE OF THE LIABILITY 338 LIABILITY FOR BREACH OF STATUTORY
DUTY SIMPLICITER IN TORT 339 THE EFFECT OF THE IMPLIED NATURE OF THE
ISSUER'S DUTIES 340 EXEMPTIONS 340 EXEMPTIONS FROM THE REQUIREMENT FOR A
PROSPECTUS 340 THE SCOPE OF THE EXEMPTIONS 340 OFFERS TO QUALIFIED
INVESTORS 341 RESTRICTED OFFERS 342 LARGE ISSUES 343 LARGE DENOMINATION
ISSUES 343 ISSUES OF SMALL AMOUNTS 343 QUALIFIED INVESTOR ACTING AS
AGENT 344 FURTHER CATEGORIES OF EXEMPT SECURITIES IN THE PROSPECTUS
RULES 344 CERTAIN TRANSACTIONS WHERE THE ISSUER ELECTS TO HAVE A
PROSPECTUS 345 THE GENERAL DUTY OF DISCLOSURE 34 6 THE GENERAL DUTY OF
DISCLOSURE OF INFORMATION IN PROSPECTUSES 346 THE DUTY OF DISCLOSURE IN
S.87A OF FSMA 2000 346 (1) THE SCOPE OF THE APPLICATION OF THE DUTY OF
DISCLOSURE 347 (2) THE "INFORMED ASSESSMENT" TEST 347 (3) THE RELEVANT
INFORMATION TO BE PROVIDED 350 CONTENTS (4) INFORMATION AS TO THE RIGHTS
ATTACHING TO THE SECURITIES 350 THE REQUIREMENT FOR COMPREHENSIVE AND
EASILY ANALYSABLE PRESENTATION OF THE NECESSARY INFORMATION 351
COMPARISON WITH THE GENERAL DUTY OF DISCLOSURE FOR LISTING PARTICULARS
IN S.80 OF FSMA 2000 351 THE SIGNIFICANCE OF THE GENERAL DUTY OF
DISCLOSURE IN S.87A OF FSMA 2000 352 THE REQUIREMENT FOR A SUPPLEMENTARY
PROSPECTUS: S.87G OF FSMA 2000 353 WHEN A SUPPLEMENTARY PROSPECTUS WILL
BE REQUIRED 353 THE "RELEVANT PERIOD" FOR THE SUBMISSION OF A
SUPPLEMENTARY PROSPECTUS 353 THE REQUIREMENT OF "SIGNIFICANCE" 354
WHETHER THE ISSUER MUST HAVE NOTICED THE NEW FACTOR, MISTAKE OR
INACCURACY 354 THE OBLIGATION IMPOSED ON PERSONS RESPONSIBLE FOR THE
PROSPECTUS TO NOTIFY THE ISSUER OF THE NEED FOR A SUPPLEMENTARY
PROSPECTUS 355 THE REQUIREMENT FOR A SUMMARY WITH A PROSPECTUS 355
EXEMPTIONS FROM DISCLOSURE: AUTHORISATION BY THE FSA OF THE OMISSION OF
INFORMATION UNDER S.87B OF FSMA 2000 356 THE MANNER IN WHICH A REQUEST
TO AUTHORISED OMISSION OF INFORMATION SHOULD BE MADE 358 THE COMPOSITION
OF THE FSA PROSPECTUS RULES 35 8 AN OUTLINE OF THE PROSPECTUS RULES
RELATING TO THE PREPARATION OF PROSPECTUSES 358 THE SCOPE OF THE
PROSPECTUS RULES AS SET OUT IN FSMA 2000 359 THE SCOPE OF THE PROSPECTUS
RULES AS SET OUT IN THE PROSPECTUS RULES THEMSELVES 360 THE FOUR
CONTEXTS TO WHICH THE PROSPECTUS RULES APPLY THE GENERAL OBLIGATION TO
OBEY RULES 360 THE APPROVAL OF A PROSPECTUS 361 CRITERIA FOR THE
APPROVAL OF A PROSPECTUS BY THE FSA 362 THE APPROVAL AND PUBLICATION
PROCEDURE 362 DECISIONS ON APPLICATIONS FOR APPROVAL OF A PROSPECTUS 363
TRANSFERS OF APPLICATIONS BETWEEN THE COMPETENT AUTHORITIES OF EEA
STATES 363 CERTIFICATION OF "PASSPORTED" PROSPECTUSES 364 THE CONTENTS
OF A PROSPECTUS 365 THE CENTRAL PRINCIPLE AS TO THE CONTENTS OF A
PROSPECTUS 365 THE REQUIRED CONTENTS OF A PROSPECTUS 366 THE BASIC
REQUIREMENT AS TO THE CONTENTS OF A PROSPECTUS IMPOSED ON THE FSA 366
THE FORM AND DESCRIPTION OF THE CONTENTS OF A PROSPECTUS 366 THE
REQUIREMENT FOR A SUMMARY 367 CONTENTS THE REQUIREMENT FOR "NECESSARY
INFORMATION" 368 DETAILED REQUIRED CONTENTS OF CERTAIN ASPECTS AND TYPES
OF PROSPECTUSES 368 CONDONING THE OMISSION OF MATERIAL FROM A PROSPECTUS
370 THE FSA MAY IMPOSE CONDITIONS BEFORE APPROVAL IS GRANTED 370
INCORPORATION BY REFERENCE 370 THE BUILDING BLOCKS IN THE PD REGULATION
371 THE RIGHT OF INVESTOR TO WITHDRAW 371 REGISTRATION OF INVESTORS 371
COMPENSATION AND PERSONS RESPONSIBLE FOR THE PROSPECTUS 372 PENALTIES
FOR BREACH OF THE PROSPECTUS RULES 372 CHAPTER 13*LISTING PARTICULARS
374 THE CONTEXTS IN WHICH LISTING PARTICULARS ARE REQUIRED 374 OFFERS OF
SECURITIES TO EXPERT INVESTORS 374 APPLICATIONS FOR ADMISSION TO LISTING
IN RELATION TO SCH.LLA SECURITIES 374 THE REGULATIONS RELATING TO THE
PREPARATION OF LISTING PARTICULARS 375 THE GENERAL DUTY OF DISCLOSURE IN
LISTING PARTICULARS 376 QUALIFICATIONS TO THE GENERAL DUTY OF DISCLOSURE
379 THE EXTENT OF THE GENERAL DUTY OF DISCLOSURE 379 THE NATURE OF THE
ISSUER AND OF THE SECURITIES 380 THE INFORMATION REQUIRED BY LIKELY
INVESTORS 380 THE REASONABLE KNOWLEDGE OF PROFESSIONAL ADVISORS 381
INFORMATION ALREADY PROVIDED THROUGH ALTERNATIVE MEANS 381 OTHER MATTERS
381 THE REQUIRED CONTENTS OF LISTING PARTICULARS 382 AUTHORISATION TO
OMIT INFORMATION FROM LISTING PARTICULARS 383 SUPPLEMENTARY LISTING
PARTICULARS 384 "PERSONS RESPONSIBLE" FOR LISTING PARTICULARS UNDER FSMA
2000 385 CHAPTER 14*TRANSPARENCY OBLIGATIONS 387 INTRODUCTION 387
FUNDAMENTALS OF THE OBLIGATIONS TO PUBLISH INFORMATION UNDER THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 38 8 INTRODUCTION 388 THE
TRANSPARENCY OBLIGATIONS DIRECTIVE 389 IMPLEMENTATION OF THE POLICIES
UNDERPINNING THE TRANSPARENCY OBLIGATIONS DIRECTIVE IN MEMBER STATES 390
TRANSPARENCY OBLIGATIONS UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 391 CONTENTS THE STRUCTURE OF UK SECURITIES LAW IN THIS CONTEXT 391
THE GENERAL APPROACH OF THE "TRANSPARENCY RULES" IN THE FSMA 2000 392
POWER TO MAKE RULES 392 THE RELATIONSHIP BETWEEN THE EC TRANSPARENCY
OBLIGATIONS DIRECTIVE AND THE FSA TRANSPARENCY RULES 392 THE COMPOSITION
OF THE DISCLOSURE AND TRANSPARENCY RULES 393 THE MARKETS AND SECURITIES
WHICH ARE COVERED BY THE TRANSPARENCY RULES 393 OTHER MATTERS WHICH MAY
BE COVERED IN FSA REGULATION 395 SUMMARY OF THE INFORMATION TO BE
PROVIDED 396 ISSUER'S DISCLOSURE OBLIGATIONS IN RELATION TO VOTEHOLDER
INFORMATION 396 "VOTEHOLDER INFORMATION" AND "VOTING RIGHTS" 396
SIGNIFICANT CHANGES IN SHAREHOLDING 397 NOTIFICATIONS BY SHAREHOLDERS IN
RELATION TO SIGNIFICANT SHAREHOLDINGS 398 INITIAL NOTIFICATIONS 399
SUBSEQUENT NOTIFICATION 401 NOTIFIABLE CHANGES 401 PROVISION OF
INFORMATION BY ISSUERS OF TRANSFERABLE SECURITIES 401 GENERAL
OBLIGATIONS TO PROVIDE INFORMATION ON ISSUERS OF ALL FORMS OF SECURITY
401 OBLIGATIONS TO PROVIDE INFORMATION IMPOSED ONLY ON ISSUERS OF SHARES
403 PROPOSED AMENDMENT TO CONSTITUTION 404 THE SCOPE OF TRANSPARENCY
OBLIGATIONS IN RELATION TO CONTROL OF VOTING RIGHTS IN ISSUERS 405 THE
EXTENDED DEFINITIONS OF "SHAREHOLDER" AND "HOLDER OF VOTING RIGHTS" FOR
THE PURPOSES OF TRANSPARENCY OBLIGATIONS 405 THE EXTENSION OF THIS
DEFINITION TO "COMPARABLE INSTRUMENTS" 407 OWNERSHIP OF VOTING RIGHTS BY
MORE THAN ONE PERSON AT THE SAME TIME 407 THE ROLE OF THE FSA IN
TRANSMITTING TRANSPARENCY INFORMATION 408 THE FSA'S POWERS TO CALL FOR
INFORMATION 408 THE MECHANICS OF PROVIDING INFORMATION TO THE FSA 410
THE CONCEPT OF "CONTROL" IN RELATION TO PROVISION OF INFORMATION IN
TRANSPARENCY OBLIGATIONS 411 POWERS EXERCISABLE IN THE EVENT OF AN
INFRINGEMENT OF TRANSPARENCY OBLIGATIONS 412 PUBLIC CENSURE OF THE
ISSUER FOR BREACH OF TRANSPARENCY OBLIGATIONS 412 PROHIBITION OR
SUSPENSION OF TRADING IN SECURITIES 413 CORPORATE GOVERNANCE RULES 414
CONTENTS RESPONSIBILITY FOR MISLEADING STATEMENTS FURTHER TO THE
TRANSPARENCY RULES 415 THE PURPOSE OF S.90A OF FSMA 2000 415 THE
PUBLICATIONS AND SECURITIES IN RELATION TO WHICH MISLEADING STATEMENTS
WILL GIVE RISE TO LIABILITY UNDER S.90A 416 THE PERSONS WHO ARE LIABLE
UNDER S.90A 416 THE STATUTORY EXCLUSION OF OTHER HEADS OF LIABILITY
BEYOND S.90A OF FSMA 2000 418 EXERCISE OF POWERS WHERE THE UK IS THE
HOST MEMBER STATE 419 DISCLOSURE OF INSIDE INFORMATION 421 PENALTIES FOR
BREACH OF THE TRANSPARENCY RULES 422 CHAPTER 15*DISCONTINUANCE OF
LISTING 424 INTRODUCTION 424 DISCONTINUANCE AND SUSPENSION OF LISTING
AND OF TRADING ON A REGULATED MARKET 424 INTRODUCTION 424 SUSPENSION OF
LISTING, OF TRADING ON A REGULATED MARKET, AND RELATED MATTERS 425 THE
POWERS OF THE FSA IN RELATION TO SUSPENSION AND PROHIBITION OF
TRANSACTIONS 425 POWER TO DISCONTINUE AND TO SUSPEND LISTING 425 THE
PROCEDURE FOR THE DISCONTINUANCE OR SUSPENSION OF LISTING 426 POWER TO
SUSPEND OR PROHIBIT AN OFFER TO THE PUBLIC UNDER FSMA 2000 428 POWER TO
PROHIBIT ADMISSION TO TRADING ON A REGULATED MARKET 429 POWER TO ORDER
MARKET OPERATOR TO SUSPEND TRADING ON A REGULATED MARKET 430 SUSPENSION
OF TRADING ON A REGULATED MARKET UNDER THE DISCLOSURE AND TRANSPARENCY
RULES 430 SUSPENSION OF LISTING UNDER THE LISTING RULES 431 THE TWO
BASES FOR SUSPENSION UNDER THE LISTING RULES 431 GUIDANCE AS TO THE
CIRCUMSTANCES IN WHICH SUSPENSION MAY BE ORDERED 431 THE EFFECTS OF A
SUSPENSION UNDER THE LISTING RULES 433 SUSPENSION AT THE ISSUER'S
REQUEST 433 CANCELLATION OF LISTING UNDER THE LISTING RULES 434 THE
GENERAL PRINCIPLES SURROUNDING CANCELLATION OF LISTING 434 PARTICULAR
REQUIREMENTS FOR CANCELLATION OF THE LISTING OF EQUITY SECURITIES 435
PARTICULAR REQUIREMENTS FOR CANCELLATION OF THE LISTING OF NON-EQUITY
SECURITIES 436 CONTENTS PARTICULAR REQUIREMENTS FOR CANCELLATION OF THE
LISTING OF SECURITIES IN RELATION TO TAKEOVER OFFERS 436 CANCELLATION OF
TRADING IN A FINANCIAL INSTRUMENT ON A REGULATED MARKET 436 RESTORING
LISTING 437 CENSURE 437 THE AMBIT OF THIS SECTION . 437 CENSURE AND
PUBLICATION OF CENSURE 437 CENSURE UNDER FSMA 2000 437 CENSURE OR
FINANCIAL PENALTY FOR BREACH OF THE DISCLOSURE RULES 438 PUBLIC CENSURE
OF SPONSOR 438 RELATED PROCEDURAL RULES 438 PROCEDURAL MATTERS 438
POWERS IN RELATION TO INVESTIGATIONS 439 CHAPTER 16*THE OPERATION OF THE
LISTING RULES 440 INTRODUCTION 440 THE ROLE OF UKLA AS THE COMPETENT
AUTHORITY 441 THE FSA ACTING AS THE UK'S COMPETENT AUTHORITY 441 THE
REGULATORY PRINCIPLES INCUMBENT ON THE FSA 441 FULL DISCUSSIONS OF THESE
PRINCIPLES ELSEWHERE IN THIS BOOK 441 THE REGULATORY PRINCIPLES RELATING
TO LISTING, IN OUTLINE 441 THE OBLIGATION TO MAINTAIN THE OFFICIAL LIST
442 POWERS OF CENSURE AND PUNISHMENT 443 TREASURY SUPERVISION OF THE
COMPETENT AUTHORITY 443 CONTINUING OBLIGATIONS IN THE LISTING RULES 444
CONTINUING OBLIGATIONS CONSIDERED ELSEWHERE IN THIS BOOK 444 STATUTORY
DUTIES OF DISCLOSURE IN PROSPECTUSES AND IN LISTING PARTICULARS 444
TRANSPARENCY OBLIGATIONS 444 GENERAL CONTINUING OBLIGATIONS IN THE
LISTING RULES 445 RULES WHICH MUST BE COMPLIED WITH ON A CONTINUING
BASIS 445 CONTINUING OBLIGATIONS TO KEEP THE FSA INFORMED OF
ADMINISTRATIVE MATTERS 445 CONTINUING OBLIGATIONS AS TO THE EQUAL
TREATMENT OF SHAREHOLDERS 445 CONTINUING OBLIGATIONS IN RELATION TO
MARKET ABUSE AND INSIDE INFORMATION 446 CONTINUING OBLIGATIONS OF
DISCLOSURE IN RELATION TO INSIDE INFORMATION, MARKET ABUSE AND THE
LISTING RULES 446 MARKET ABUSE AND LISTED COMPANIES 446 THE CONTINUING
OBLIGATIONS OF DISCLOSURE IN THE FSA DISCLOSURE AND TRANSPARENCY RULES
446 CONTENTS THE MANNER IN WHICH MARKET ABUSE IS REGULATED IN OTHER
SECURITIES REGULATIONS 448 THE MODEL CODE AND INSIDE INFORMATION 448 THE
SCHEME FOR THE REGULATION OF MARKET ABUSE BY THE FSA IN "MAR 1" 449
COMMUNICATIONS BY LISTED COMPANIES 450 INTRODUCTION 450 THE PRINCIPLES
GOVERNING THE CONTENT OF COMMUNICATIONS 450 THE REQUIREMENT FOR
CIRCULARS 451 PENALTIES FOR BREACH OF THE LISTING RULES 451 CHAPTER
17*REGULATIONS RELATING TO SPECIFIC TYPES OF SECURITY 454 INTRODUCTION
454 EQUITY SECURITIES 454 ADMISSION TO LISTING 454 PRIMARY LISTING OF
EQUITY SECURITIES 455 THE RULES ON PRIMARY LISTING OF EQUITY SECURITIES
455 SUFFICIENT NUMBER OF SECURITIES OF THE CLASS 456 SIGNIFICANT
TRANSACTIONS 456 NOTIFICATION OF SIGNIFICANT TRANSACTIONS 456 CIRCULARS
457 CANCELLATION OF LISTING 457 DEBT SECURITIES 457 ADMISSION TO LISTING
457 CANCELLATION OF LISTING 458 CONVERTIBLE SECURITIES 458 ADMISSION TO
LISTING 458 CANCELLATION OF LISTING 458 WARRANTS AND OPTIONS TO
SUBSCRIBE 458 ADMISSION TO LISTING 458 CANCELLATION OF LISTING 459
LISTED SECURITISED DERIVATIVES 459 INTRODUCTION 459 THE NATURE OF
SECURITISED DERIVATIVES 459 CANCELLATION OF LISTING 461 TREASURY SHARES
461 CONTROL ON DEALINGS WITH TREASURY SHARES 461 CANCELLATION OF LISTING
461 MORTGAGES 462 INTRODUCTION 462 LEGAL MORTGAGES 462 THE NATURE OF THE
LAW OF MORTGAGES 462 THE CREATION OF LEGAL MORTGAGES 463 CONTENTS LEGAL
MORTGAGES OF PERSONALTY 464 THE MORTGAGEE'S REMEDIES 465 THE AVAILABLE
REMEDIES 465 THE MORTGAGEE'S POWER OF SALE 465 THE EXTENSION OF THE
POWER OF SALE TO CHARGES AND LIENS 466 THE RIGHT TO FORECLOSURE 467 THE
RIGHT OF POSSESSION 467 THE RIGHT TO APPOINT A RECEIVER 468 THE RIGHTS
OF THE MORTGAGOR TO RESIST THE MORTGAGEE'S REMEDIES 468 EQUITABLE
MORTGAGES 470 THE NATURE OF AN EQUITABLE MORTGAGE 470 CHARGES 471 THE
NATURE OF CHARGES 471 DISTINGUISHING CHARGES FROM OTHER STRUCTURES 472
WHETHER OR NOT A CHARGE MAY CREATE A PROPRIETARY RIGHT 473 CHAPTER
18*REGULATIONS RELATING TO SPECIFIC TYPES OF ENTITY 476 INTRODUCTION 476
OVERSEAS COMPANIES 477 SIGNIFICANT ACQUISITIONS AND DISPOSALS OF
PROPERTY 478 SIGNIFICANT ACQUISITIONS AND DISPOSALS IN GENERAL 478
LISTED PROPERTY COMPANIES 479 LISTED MINERAL COMPANIES 479 SCIENTIFIC
RESEARCH-BASED COMPANIES 480 COMPANIES IN SEVERE FINANCIAL DIFFICULTY
480 INVESTMENT ENTITIES 480 THE CATEGORIES OF INVESTMENT ENTITY 480 THE
CORE OBLIGATIONS IMPOSED ON ALL INVESTMENT ENTITIES 481 THE REQUIREMENT
FOR A PROSPECTUS 481 THE FOUR LISTING OBLIGATIONS IN RELATION TO ALL
INVESTMENT ENTITIES 481 INVESTMENT COMPANIES 482 PRE-REQUISITES FOR
ADMISSION TO LISTING 482 CONTINUING OBLIGATIONS 483 PROPERTY INVESTMENT
COMPANIES 484 THE REQUIREMENTS FOR A LISTED PROPERTY INVESTMENT
COMPANY'S PORTFOLIO 484 CONTINUING OBLIGATIONS 485 COLLECTIVE INVESTMENT
SCHEMES 485 COLLECTIVE INVESTMENT SCHEMES 485 THE NATURE OF COLLECTIVE
INVESTMENT SCHEMES 485 THE LEGAL NATURE OF COLLECTIVE INVESTMENT SCHEMES
UNDER ENGLISH LAW 487 UNIT TRUSTS 487 CONTENTS THE NATURE OF UNIT TRUSTS
487 THE REGULATION OF UNIT TRUSTS 489 AUTHORISATION OF UNIT TRUST
SCHEMES 489 THE CONTENTS OF SCHEME RULES AND OF THE PROSPECTUS 490
OPEN-ENDED INVESTMENT COMPANIES 491 THE NATURE OF AN OPEN-ENDED
INVESTMENT COMPANY ("OEIC") 491 THE FORMATION AND AUTHORISATION OF AN
OEIC 493 THE SHARE CAPITAL OF OPEN-ENDED INVESTMENT COMPANIES 493 THE
DETAIL OF THE LAW RELATING TO UNIT TRUSTS AND OEICS 494 PART 5: THE
ALTERNATIVE INVESTMENT MARKET CHAPTER 19*THE ALTERNATIVE INVESTMENT
MARKET 497 INTRODUCTION 497 THE NATURE AND PURPOSE OF THE ALTERNATIVE
INVESTMENT MARKET 497 THE ALTERNATIVE INVESTMENT MARKET 497 THE
OBJECTIVES OF THE EXCHANGE IN RELATION TO THE REGULATION OF AIM 498 THE
STATUS OF SECURITIES ADMITTED TO AIM AND THE FSMA 2000 PROSPECTUS RULES
498 AN OUTLINE OF THE AIM RULES 499 THE COMPONENTS OF THE AIM RULES 499
PRE-CONDITIONS FOR ADMISSION TO TRADING ON AIM 500 THE LIGHT REGULATORY
TOUCH OF NOMADS 500 THE ROLE OF NOMADS 500 INTRODUCTION: THE ROLE OF
NOMADS 500 THE ELIGIBILITY OF NOMADS UNDER THE AIM RULES 500 THE ROLE OF
NOMADS IN APPLICATIONS FOR ADMISSION TO TRADING 501 THE OBLIGATIONS OF
NOMADS UNDER THE AIM RULES 502 THE CONTINUING OBLIGATIONS OF A NOMAD 502
THE OBLIGATIONS WHICH NOMADS OWE TO THE LONDON STOCK EXCHANGE 502
RESPONSIBILITY FOR THE ADVICE AND GUIDANCE OF AIM COMPANIES 503
RESPONSIBILITY FOR THE APPROPRIATENESS OF THE APPLICANT 503 THE CONDUCT
OF A NOMAD'S OWN AFFAIRS 505 THE INDEPENDENCE OF NOMADS 505 THE
ORGANISATION OF NOMADS 506 REVIEW AND DISCIPLINE 506 THE PROCEDURE FOR
ADMISSION TO AIM 507 INTRODUCTION 507 THE ROLE OF THE NOMAD 507 CONTENTS
THE GENERAL RESPONSIBILITIES OF NOMADS 507 ADMISSION DOCUMENTATION 507
THE REQUIREMENT FOR AN ADMISSION DOCUMENT 507 INFORMATION TO BE PROVIDED
BEFORE THE ADMISSION DOCUMENT 508 THE OMISSION OF INFORMATION 508 THE
COMPOSITION OF THE ADMISSION DOCUMENT 508 EXPEDITED ADMISSION FOR QUOTED
COMPANIES 509 SETTLEMENT OF TRANSACTIONS 510 CRIMINAL AND CIVIL
LIABILITY 510 CRIMINAL LIABILITY 510 FINANCIAL PROMOTION 510 CIVIL
PENALTIES FOR MARKET ABUSE 510 CONTINUING OBLIGATIONS: THE PROVISION AND
DISCLOSURE OF INFORMATION 511 INTRODUCTION 511 PRINCIPLES OF DISCLOSURE
511 GENERAL DISCLOSURE OF PRICE SENSITIVE INFORMATION 511 DISCLOSURE OF
CORPORATE TRANSACTIONS 512 FINANCIAL REPORTING AND OTHER INFORMATION 512
CORPORATE GOVERNANCE 512 PART 6: TAKEOVERS CHAPTER 20*TAKEOVERS 515
INTRODUCTION 515 THE TAKEOVER DIRECTIVE 516 THE EFFECT OF THE COMPANIES
ACT 2006 ON TAKEOVERS AND MERGERS 516 THE STATUTORY POWERS OF THE
TAKEOVER PANEL 516 THE CITY CODE ON TAKEOVERS AND MERGERS 517 THE
GENERAL PRINCIPLES UNDERPINNING THE CODE 517 EQUAL TREATMENT OF
SHAREHOLDERS 518 SUFFICIENT TIME AND INFORMATION FOR SHAREHOLDERS TO
CONSIDER THE BID 518 THE AVOIDANCE OF FALSE MARKETS 519 THE MECHANICS OF
OFFERS UNDER THE CODE 519 FSA REGULATION OF MARKET ABUSE AS IT RELATES
TO TAKEOVERS 521 THE LISTING RULES AND ACQUISITIONS AND DISPOSALS
RELEVANT TO TAKEOVER AND MERGER TRANSACTIONS 523 THE LISTING RULES IN
RELATION TO SIGNIFICANT ACQUISITIONS AND DISPOSALS BY LISTED COMPANIES
523 THE APPLICABILITY OF THE LISTING RULES 523 CONTENTS THE METHODOLOGY
FOR THE CLASSIFICATION OF TRANSACTIONS: THE CLASS TESTS 524 CLASS 3
TRANSACTIONS 525 CLASS 2 TRANSACTIONS 525 CLASS 1 TRANSACTIONS 525
REVERSE TAKEOVERS 526 THE LISTING RULES AND RELATED PARTY TRANSACTIONS
527 MERGERS 528 NEGLIGENCE IN RELATION TO TAKEOVERS 529 PART 7: PRIVATE
LAW LIABILITY IN THE ISSUE OF SECURITIES CHAPTER 21*PERSONS RESPONSIBLE
FOR THE ISSUE OF SECURITIES 533 INTRODUCTION 533 THE BASES OF LIABILITY
ON THE OVERLAP BETWEEN FINANCIAL REGULATION AND THE GENERAL LAW 533 THE
BASIS OF LIABILITY UNDER THE GENERAL LAW IN RELATION TO SECURITIES
TRANSACTIONS 534 SUMMARY OF THE LIABILITIES RELATING TO SECURITIES 536
THE CATEGORIES OF LIABILITY IN RELATION TO THE ISSUE OF SECURITIES 536
DIVIDING BETWEEN POTENTIAL DEFENDANTS TO PRIVATE LAW CLAIMS 536 ROOTS OF
THE LIABILITY OF THE ISSUER AND PERSONS RESPONSIBLE FOR THE PROSPECTUS
536 SALES OF SECURITIES IN THE AFTER-MARKET 536 RESPONSIBILITY UNDER THE
GENERAL LAW 537 RESPONSIBILITY FOR LISTED SECURITIES * 538
RESPONSIBILITY UNDER FINANCIAL REGULATION MORE GENERALLY 538 PERSONS
RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS 539 INTRODUCTION . 539
"PERSONS RESPONSIBLE" FOR THE PROSPECTUS UNDER THE PROSPECTUS RULES AND
FSMA 2000 539 PERSONS RESPONSIBLE FOR A PROSPECTUS FOR EQUITY SECURITIES
540 THE SCOPE OF PR 5.5.3 540 THE ISSUER 540 DIRECTORS AND THOSE
AUTHORISING THEMSELVES TO BE NAMED 540 EACH PERSON WHO ACCEPTS
RESPONSIBILITY FOR THE PROSPECTUS 542 RESPONSIBILITY IN RELATION TO
OFFERS 542 RESPONSIBILITY IN RELATION TO APPLICATIONS FOR ADMISSION TO
TRADING 543 OTHER PERSONS WHO HAVE AUTHORISED THE CONTENTS OF THE
PROSPECTUS 544 PERSONS RESPONSIBLE FOR A PROSPECTUS FOR NON-EQUITY
SECURITIES 544 THE ISSUER 545 CONTENTS EACH PERSON WHO ACCEPTS
RESPONSIBILITY FOR THE PROSPECTUS 545 RESPONSIBILITY IN RELATION TO
OFFERS 545 RESPONSIBILITY IN RELATION TO APPLICATIONS FOR ADMISSION TO
TRADING 546 GUARANTORS OF THE ISSUE 546 OTHER PERSONS WHO HAVE
AUTHORISED THE CONTENTS OF THE PROSPECTUS 547 THE GENERAL DUTY OF
DISCLOSURE 547 "PERSONS RESPONSIBLE" FOR LISTING PARTICULARS UNDER FSMA
2000 547 THE LIABILITY OF PROFESSIONAL ADVISORS FOR LISTING PARTICULARS
OR FOR A PROSPECTUS 548 PROFESSIONAL ADVISORS ARE NOT TO BE ASSUMED TO
BE RESPONSIBLE FOR THE PROSPECTUS 548 STATEMENTS BY PROFESSIONALS AND
EXPERTS 549 LIMITED AUTHORISATION OF THE PROSPECTUS 549 QUALIFICATIONS
TO THE CATEGORIES OF PERSONS RESPONSIBLE UNDER THE OLD LAW 550
REGISTRATION OF LISTING PARTICULARS 551 COMPENSATION FOR FALSE OR
MISLEADING STATEMENTS OR OMISSIONS 551 THE SCOPE OF S.90 OF FSMA TO
LISTING PARTICULARS AND TO PROSPECTUSES 551 THE EXTENT OF LIABILITY OWED
BY DIRECTORS 552 CHAPTER 22*PROMOTERS 553 INTRODUCTION 55 3 THE ROOTS OF
SECURITIES LAW IN THE PROMOTER 553 THE SIGNIFICANT ROLE OF THE PROMOTER
IN THE ENGLISH PAST 553 THE ROLE OF THE PROMOTER 554 WHAT IS A
"PROMOTER"? 555 THE COLLOQUIAL MEANING OF "PROMOTER" 555 THE PARTICULAR
LEGAL SENSE OF "PROMOTER" 555 THOSE WHO ASSIST IN THE PROMOTION 556
THOSE ACTING IN A "PROFESSIONAL CAPACITY" 556 DATE FROM WHICH A PERSON
BECOMES A PROMOTER 558 THE DUTIES OF PROMOTERS 558 THE GENERAL DUTIES OF
PROMOTERS 558 REMEDIES FOR BREACH OF THE PROMOTER'S DUTIES 560
PROPRIETARY REMEDIES FOR BREACH OF FIDUCIARY DUTY 560 PERSONAL LIABILITY
IN RESTITUTION FOR BREACH OF DUTY 560 RESCISSION OF CONTRACT 560
LIABILITY FOR EQUITABLE COMPENSATION OR DAMAGES 561 THE FIDUCIARY
POSITION OF PROMOTERS 561 LIABILITY FOR SECRET PROFITS*GLUCKSTEIN V
BARNES 562 LIABILITY OF RECEIPT OF BRIBES 563 CONTENTS FULL DISCLOSURE
OF PROFITS CONSTITUTES A DEFENCE 564 NO LIMITATION OF LIABILITY BY ONLY
PARTIAL DISCLOSURE OF PROFITS 564 PURCHASE OF PROPERTY AS TRUSTEE FOR
THE COMPANY 566 PROMOTER SELLING PROMOTER'S OWN PROPERTY TO THE COMPANY
566 PROHIBITION ON TRANSFER OF NON-CASH ASSETS TO A PUBLIC COMPANY 569
REMUNERATION OF PROMOTERS 569 LIABILITY OF PROMOTERS IN RESPECT OF
PROSPECTUSES 570 CHAPTER 23*CIVIL LIABILITY 1: S.90 OF FSMA 2000 571
COMPENSATION UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 571
INTRODUCTION 571 COMPENSATION UNDER S.90(L) OF FSMA 2000 FOR LOSS AS A
RESULT OF A DEFECT IN LISTING PARTICULARS, OR A PROSPECTUS,
SUPPLEMENTARY LISTING PARTICULARS OR A SUPPLEMENTARY PROSPECTUS 572 THE
ROLE OF S.90 OF FSMA 2000 572 THE PURPOSE BEHIND THE ENACTMENT OF S.90
OF FSMA 2000 572 THE ELEMENTS OF A CLAIM FOR COMPENSATION UNDER S.90 OF
FSMA 2000 573 THE BASIS OF THE RIGHT TO COMPENSATION UNDER S.90 OF FSMA
2000 573 THE NATURE OF AN UNTRUE STATEMENT 574 THE NATURE OF A
MISLEADING STATEMENT 575 THE OMISSION OF MATERIAL REQUIRED TO BE
DISCLOSED FURTHER TO S.80 OF FSMA 2000 IN RELATION TO LISTING
PARTICULARS 575 THE OMISSION OF REFERENCE TO MATERIAL REQUIRED TO BE
DISCLOSED FURTHER TO S.87A OF FSMA 2000 IN RELATION TO PROSPECTUSES 576
PERSONS RESPONSIBLE FOR THE PROSPECTUS 577 EXEMPTIONS FROM LIABILITY
UNDER S.90 577 BRINGING A CLAIM UNDER S.90 577 THE POTENTIAL CLAIMANTS
577 THAT A SALE NEED NOT HAVE BEEN COMPLETED 577 THE NATURE OF LOSS
UNDER S.90 578 THE REQUIREMENT OF CAUSATION 578 DEFECTS IN FAILING TO
PROVIDE INFORMATION WHICH SHOULD HAVE BEEN PROVIDED 579 FAILURE TO
PROVIDE INFORMATION UNDER S.90 579 DISCLOSURE IN LISTING PARTICULARS 579
DISCLOSURE IN RELATION TO PROSPECTUSES 580 THE APPLICATION OF S.90 TO
PROSPECTUSES AS WELL AS TO LISTING PARTICULARS 581 COMPENSATION UNDER
S.90(4) OF FSMA 2000 FOR LOSS ARISING FROM FAILURE TO SUBMIT OR PUBLISH
SUPPLEMENTARY LISTING PARTICULARS OR A SUPPLEMENTARY PROSPECTUS 582
CONTENTS THE MEASURE OF COMPENSATION 583 THE INTERPRETATION OF S.90 OF
FSMA 2000 IN THE LIGHT OF THE GENERAL CASE LAW 583 INTRODUCTION 583 THE
EFFECT OF THE "GOLDEN LEGACY" CASES ON MISLEADING STATEMENTS IN
PROSPECTUSES AND OFFERS OF SECURITIES UNDER MODERN SECURITIES REGULATION
583 THE ROOTS OF THE S.90 RIGHT TO COMPENSATION 583 THE DEVELOPMENT OF
CIVIL LIABILITY FROM THE "GOLDEN LEGACY" IN THE OLD PROSPECTUS CASES 584
THE OVERLAP BETWEEN THE POLICY UNDERPINNING THE "GOLDEN LEGACY" AND THAT
UNDERPINNING THE PROSPECTUS RULES 586 TO WHOM IS THE DUTY OF CARE IN
S.90 OWED? 587 THE SCOPE OF THIS DISCUSSION 587 THE INTERPRETATION OF
S.90 FLOWING FROM POSSFUND V DIAMOND 588 THE DUTIES SHOULD BE OWED TO
INVESTORS IN THE AFTER-MARKET UNDER S.90 590 THE TYPES OF MISSTATEMENTS
WHICH MAY GIVE RISE TO LIABILITY UNDER S.90 BY REFERENCE TO DECIDED
CASES IN THE GENERAL LAW 591 THE SCOPE OF THIS DISCUSSION 591 MISLEADING
STATEMENTS: FORMALLY CORRECT STATEMENTS GIVING A MISLEADING IMPRESSION
591 OMISSIONS WHICH RENDER STATEMENTS MISLEADING 592 MISSTATEMENTS OF
FACTS MUST BE MATERIAL IF THEY ARE TO BE MISLEADING OR UNTRUE UNDER S.90
592 UNTRUE STATEMENTS WHICH ARE HALF-TRUTHS 593 WHETHER STATEMENTS MADE
BY THIRD PARTIES CONSTITUTE UNTRUE OR MISLEADING STATEMENTS BY THE
ISSUER 594 APPRECIATION OF TRUE POSITION 595 DEFENCES 595 INTRODUCTION
595 DEFENDANT'S BELIEF: STATEMENTS BELIEVED TO BE TRUE 596 STATEMENTS BY
EXPERTS 597 CORRECTIONS OF STATEMENTS 598 CORRECTIONS OF STATEMENTS BY
EXPERTS 598 OFFICIAL STATEMENTS OR DOCUMENTS 598 CLAIMANT'S KNOWLEDGE:
FALSE OR MISLEADING INFORMATION KNOWN ABOUT 599 BELIEF THAT
SUPPLEMENTARY LISTING PARTICULARS NOT CALLED FOR 600 DEFENCES TO A CLAIM
RELATING TO SUPPLEMENTARY LISTING PARTICULARS 600 INJUNCTIONS,
RESTITUTION ORDERS AND DAMAGES FOR CONTRAVENTION OF ADVERTISEMENT
RESTRICTIONS 600 SECTION 90A OF FSMA 2000 600 CONTENTS CHAPTER 24*CIVIL
LIABILITY 2: LIABILITY FOR MISREPRESENTATIONS, CONTRACT AND TORT 601 (A)
FOUNDATIONS OF THE CIVIL LAW OF SECURITIES 602 INTRODUCTION: THE
APPLICABLE CLAIMS AND REMEDIES 602 THE COVERAGE OF THIS CHAPTER 602 THE
DEVELOPMENT OF THE LEGAL TREATMENT OF OFFERS OF SECURITIES FROM THE
"GOLDEN LEGACY" ONWARDS 603 INTRODUCTION 603 THE EXPRESSION OF THE
"GOLDEN LEGACY", AND ITS SIMILARITY TO THE PROSPECTUS RULES IN ESSENCE
603 QUALIFICATIONS TO THE "GOLDEN LEGACY" IN THE CASE LAW 605
HALF-TRUTHS ARE NO ESCAPE FROM THE GOLDEN RULE 605 THE CONTEXT IN WHICH
THE "GOLDEN LEGACY" WAS CREATED IN THE OLD PROSPECTUS CASES 606 THE
BROADENED SCOPE OF LIABILITY IN THE TWENTY-FIRST CENTURY 607 PERSONS
RESPONSIBLE FOR THE PREPARATION OF THE PROSPECTUS 608 LIABILITY FOR A
FALSE PROSPECTUS AT COMMON LAW 608 LIABILITY TO EFFECT COMPENSATION
UNDER FSMA 2000 609 (B) TORT 609 INTRODUCTION 609 DECEIT*FRAUDULENT
MISREPRESENTATION 610 THE ELEMENTS OF THE TORT OF DECEIT 610 THE NEED
FOR A FALSE MISREPRESENTATION 610 THE NATURE OF A FALSE REPRESENTATION
610 WHETHER THE FALSE REPRESENTATION MUST BE MADE EXPLICITLY 610
OMISSIONS OF MATERIAL AND HALF-TRUTHS WILL CONSTITUTE FALSE
REPRESENTATIONS 611 WHETHER STATEMENTS OF OPINION OR BELIEF CAN BE
FRAUDULENT 611 CONTINUING OBLIGATIONS 612 THE DEFENDANT'S STATE OF MIND
612 THE MEANING OF FRAUD UNDER THE GENERAL LAW OF TORT 612 THE MEANING
OF FRAUD IN THE CONTEXT OF SECURITIES LAW 613 THE DEFENDANT MUST HAVE
INTENDED THAT THE CLAIMANT WOULD ACT ON THE REPRESENTATION 614 THE
CLAIMANT MUST HAVE BEEN INFLUENCED BY THE REPRESENTATION 614 THE
STANDARD OF PROOF 615 LIABILITY FOR FRAUDULENT MISREPRESENTATION UNDER
THE LAW OF CONTRACT 615 TORT OF NEGLIGENT MISREPRESENTATION 615
INTRODUCTION 615 THE CENTRAL PRINCIPLE OF THE TORT OF NEGLIGENCE: CAPARO
V DICKMAN 616 LIABILITY FOR NEGLIGENT MISREPRESENTATION: THE PRINCIPLE
IN HEDLEY BYRNE V HELLER, APPLIED TO SECURITIES TRANSACTIONS 617 THE
BASIS OF LIABILITY FOR NEGLIGENT MISREPRESENTATION 617 CONTENTS
LIABILITY FOR NEGLIGENT MISREPRESENTATIONS IN ACCOUNTS PRIOR TO A
TAKEOVER: CAPARO INDUSTRIES V DICKMAN 618 THE APPEAL IN CAPARO
INDUSTRIES V DICKMAN 618 THE EFFECT OF THE CHANGE IN PRINCIPLE IN CAPARO
INDUSTRIES V DICKMAN 619 THE APPLICATION OF THE CAPARO DOCTRINE TO
PROSPECTUSES PUT INTO WIDE CIRCULATION 620 THE QUESTION OF EXTENDING THE
DUTY OF CARE TO PURCHASERS ARGUABLY NOT WITHIN THE CONTEMPLATION OF THE
ISSUER 622 THE ISSUE 622 THE NARROW CONCEPTION OF THE OBLIGATION: AL
NAKIB INVESTMENTS (JERSEY) LTD V LONGCROFT 623 THE BROADER CONCEPTION OF
THE PRINCIPLE: POSSFUND CUSTODIAN TRUSTEE LTD V DIAMOND 624 THE ARGUMENT
FOR EXTENDING THE DUTY OF CARE BASED ON CHANGED MARKET PRACTICE 626
SEEKING TO RECONCILE THE CASES 627 PROXIMITY 629 THE REQUIREMENT OF
PROXIMITY IN NEGLIGENT MISREPRESENTATION RELATING TO OFFERS OF
SECURITIES 629 PROXIMITY WHERE THE OFFEROR SEEKS TO LIMIT THE CLASS OF
INVESTORS 630 TWO FURTHER ISSUES ARISING ON THE BASIS OF FINANCIAL
REGULATION IN RELATION TO PROXIMITY IN CASES INVOLVING PLACEMENTS TO
LIMITED CLASSES OF INVESTORS 631 THE REQUIREMENT THAT THE DEFENDANT
INTEND THAT THE CLAIMANT SHOULD RELY ON THE MISREPRESENTATION 632 THE
BURDEN OF PROOF 634 NO FIDUCIARY DUTY 634 THE TYPES OF
MISREPRESENTATIONS IN PROSPECTUSES WHICH HAVE FOUNDED LIABILITY IN TORT
634 INTRODUCTION 634 THE "GOLDEN LEGACY" IN THE OLD CASES 635 FORMALLY
CORRECT STATEMENTS GIVING A MISLEADING IMPRESSION 636 EXAMPLES OF
MISLEADING STATEMENTS WHICH HAVE FOUNDED LIABILITY TO DAMAGES 636
INTRODUCTION 636 MISLEADING STATEMENTS RELATING TO FINANCIAL INFORMATION
ABOUT THE ISSUER 636 MISLEADING STATEMENTS RELATING TO THE COMPANY'S
BUSINESS ACTIVITIES MISLEADING STATEMENTS RELATING TO THE COMPOSITION OF
START-UP COMPANIES 637 MISLEADING STATEMENTS RELATING TO THE MANAGEMENT
AND ORGANISATION OF A COMPANY 638 EFFECT OF REFERENCES TO REPORTS IN
PROSPECTUSES 639 STATEMENT ONLY OF BELIEF OR OPINION 640 CONTENTS
AMBIGUOUS STATEMENTS 640 RELIANCE OF APPLICANT ON STATEMENT OF FACT
WITHOUT TRYING TO VERIFY ITS CORRECTNESS 641 DAMAGES IN TORT FOR A
MISREPRESENTATION IN A PROSPECTUS 642 THE MEASURE OF DAMAGES 642 THE
QUANTUM OF DAMAGES 642 THE TEST FOR THE QUANTUM OF DAMAGES: SMITH NEW
COURT V SCRIMGEOUR VICKERS 642 THE DUTY TO MITIGATE ONE'S LOSS 645
CONTRIBUTION AND INDEMNITY 645 RELIEF UNDER S. 1157 OF THE COMPANIES ACT
2006 646 BREACH OF STATUTORY DUTY 646 BREACH OF STATUTORY DUTY GENERALLY
646 DAMAGES FOR BREACH OF RULES 647 (C) CONTRACT 647 INTRODUCTION , 647
MISREPRESENTATION 648 THE PRINCIPLES RELATING TO MISREPRESENTATION IN
OUTLINE 648 WHAT CONSTITUTES AN ACTIONABLE MISREPRESENTATION 648 FALSITY
OF THE REPRESENTATION 648 STATEMENTS OF FACT, ALTHOUGH ORDINARILY NOT
STATEMENTS OF OPINION 648 IMPLIED REPRESENTATIONS MAY BE
MISREPRESENTATIONS 649 OMISSIONS OF INFORMATION MAY CONSTITUTE
MISREPRESENTATIONS IN SECURITIES TRANSACTIONS 650 INTENTION THAT THE
REPRESENTEE RELY ON THE REPRESENTATION 651 WHETHER THE REPRESENTATION
MUST BE MATERIAL OR NOT 651 REASONABLENESS OF RELIANCE ON THE
MISREPRESENTATION 652 CONTINUING OBLIGATIONS AND CONTINUING
REPRESENTATIONS 652 DISTINGUISHING BETWEEN FRAUDULENT, NEGLIGENT AND
INNOCENT MISREPRESENTATIONS 653 FRAUDULENT MISREPRESENTATION UNDER
CONTRACT LAW 653 THE BASIS OF LIABILITY FOR FRAUDULENT MISREPRESENTATION
653 THE BURDEN AND STANDARD OF PROOF 654 PROXIMITY, FORESEEABILITY,
CAUSATION, INTENTION AND SO FORTH 654 NEGLIGENT MISREPRESENTATION UNDER
CONTRACT LAW 654 THE NATURE OF NEGLIGENT MISREPRESENTATION 654
MISREPRESENTATION PREVENTING EFFECTIVE OFFER AND ACCEPTANCE IN ONGOING
NEGOTIATIONS 655 DAMAGES FOR MISREPRESENTATION 656 THE QUANTUM OF
DAMAGES FOR FRAUDULENT MISREPRESENTATION 656 DAMAGES FOR FRAUDULENT
MISREPRESENTATION DO NOT DEPEND ON FORSEEABILITY 658 DAMAGES FOR
NEGLIGENT MISREPRESENTATION 658 CONTENTS DAMAGES IN RELATION TO
SECURITIES TRANSACTIONS WHERE SECURITIES ACQUIRED FROM THIRD PARTIES
OTHER THAN THE ISSUER 659 LACK OF REPRESENTATION OR OF PROOF OF FRAUD
ENTAILS NO RIGHT TO DAMAGES 659 RESCISSION 660 THE ORDINARY PRINCIPLES
OF RECISSION 660 THE COURT'S DISCRETION TO AWARD DAMAGES IN LIEU OF
DAMAGES IN RELATION TO A NEGLIGENT MISREPRESENTATION 660 MISTAKE 661
UNILATERAL AND COMMON MISTAKE 661 MISTAKES OF FACT 661 MISTAKES OF LAW
663 MISTAKE IN THE FORM OF DISCREPANCIES BETWEEN THE VERBAL DISCUSSIONS
AND THE DOCUMENTATION OF COMPLEX TRANSACTIONS 664 REMEDIES AT COMMON LAW
AND IN EQUITY 665 DAMAGES FOR BREACH OF CONTRACT 665 THE MEASUREMENT OF
DAMAGES FOR BREACH OF CONTRACT 665 DAMAGES FOR BREACH OF A TERM IN A
PROSPECTUS 666 DAMAGES LIMITED TO THE PURPOSES FOR WHICH THE CONTRACT
WAS CREATED, IN RELATION TO COMPLEX FINANCIAL TRANSACTIONS 667 DAMAGES
UNDER S.2(L) OF THE MISREPRESENTATION ACT 1967 667 RESCISSION 668 THE
CORE PRINCIPLES RELATING TO RESCISSION, IN OUTLINE 668 RESCISSION: THE
USUAL REMEDY AGAINST THE ISSUING COMPANY 668 FRAUDULENT
MISREPRESENTATION AND RESCISSION 669 INNOCENT MISREPRESENTATION AND
RESCISSION 669 APPLYING THE ABOVE PRINCIPLES TO THE SPECIFIC CONTEXT OF
OFFERS OF SECURITIES 670 WHAT MUST BE PROVED TO MAKE OUT A CLAIM FOR
RESCISSION 670 RESCISSION AVAILABLE ONLY AGAINST ANOTHER CONTRACTING
PARTY 671 WHETHER OMISSIONS TO GIVE INFORMATION WILL GIVE A RIGHT TO
RESCISSION 671 WHEN THE RIGHT TO RESCIND IS LOST: DELAY AND RATIFICATION
672 WHEN THE RIGHT TO RESCIND IS LOST: WINDING-UP A BAR TO RESCISSION
673 THE EFFECT OF RESCISSION IS LOSS OF STATUS AS A MEMBER IN A
WINDING-UP 673 THE EFFECT OF RESCISSION ON RECTIFICATION OF THE REGISTER
674 RECTIFICATION OF CONTRACTS 674 MONEY HAD AND RECEIVED 676 SPECIFIC
PERFORMANCE 677 WHEN SPECIFIC PERFORMANCE WILL BE AVAILABLE IN
SECURITIES TRANSACTIONS 677 WHEN SPECIFIC PERFORMANCE WILL BE
APPROPRIATE IN SECURITIES TRANSACTIONS 677 CONTENTS THE FEASIBILITY OF
ACQUIRING A REPLACEMENT TRANSACTION SO AS TO ACQUIRE SPECIFIC
PERFORMANCE IN SECURITIES TRANSACTIONS 679 WHETHER SPECIFIC PERFORMANCE
IS MORE APPROPRIATE THAN RESCISSION 680 CHAPTER 25*CIVIL LIABILITY 3:
FIDUCIARIES, RECOVERY OF PROPERTY AND CONFLICT OF LAWS 68 1 (A)
FIDUCIARY LAW 682 INTRODUCTION 682 THE NATURE OF A FIDUCIARY
RELATIONSHIP 682 THE DEFINITION OF A FIDUCIARY RELATIONSHIP 682 THE
CONSEQUENCES OF FINDING THE EXISTENCE OF A FIDUCIARY OBLIGATION 684 THE
CIRCUMSTANCES IN WHICH THERE WILL BE A FIDUCIARY RELATIONSHIP IN
FINANCIAL TRANSACTIONS 685 DECIDED CASE LAW ON FIDUCIARY OBLIGATIONS IN
THE BANKER-CLIENT RELATIONSHIP 685 CASES IN WHICH THERE WILL ALWAYS BE
FIDUCIARY OBLIGATIONS 686 MARGINAL CASES AND THE ANALYTICAL DISTINCTIONS
IN FIDUCIARY LIABILITY 686 CIRCUMSTANCES IN WHICH FINANCIAL INSTITUTIONS
INTERFERE IN THEIR CUSTOMER'S AFFAIRS OR ASSUME CONTROL OF THOSE AFFAIRS
688 THE "HOUSE BANK" AND UNDUE INFLUENCE 688 FIDUCIARY DUTIES AND BEST
EXECUTION 689 CONSTRUCTIVE TRUST 689 SECRET PROFITS AND CONFLICTS OF
INTEREST 691 THE LIABILITY OF FIDUCIARY FOR UNAUTHORISED PROFITS 691 THE
BASIS OF LIABILITY 691 THE DEFENCE OF AUTHORISATION 692 THE NATURE OF
THE REMEDY 693 THE SELF-DEALING PRINCIPLE 694 THE FAIR-DEALING PRINCIPLE
695 MARKET MAKERS AND CONFLICTS OF INTEREST 695 THE POSSIBLE CONFLICT OF
INTEREST OF MARKET MAKERS 695 EXCLUSION OF LIABILITY 696 BRIBERY,
UNLAWFUL COMMISSIONS AND CONSTRUCTIVE TRUSTS 696 CONSTRUCTIVE TRUSTS IN
CASES OF FRAUD AND OF FRAUDULENT MISREPRESENTATION 697 DUTIES OF
CONFIDENCE AND CHINESE WALLS 700 BREACH OF TRUST 701 LIABILITY OF
TRUSTEE 701 DISHONEST ASSISTANCE 701 THE TEST FOR DISHONESTY 702
CONTENTS THE CONCEPTUALISATION OF DISHONESTY AND THE MEASUREMENT OF THE
SUITABILITY OF RISK 703 THE DEVELOPMENT OF THE TEST FOR DISHONESTY 704
KNOWING RECEIPT 706 THE BASICS OF KNOWING RECEIPT 706 THE REQUIREMENT OF
RECEIPT 706 THE TEST OF KNOWLEDGE 707 THE INFLUENCE OF FINANCIAL
REGULATION ON PERSONAL LIABILITY TO ACCOUNT 708 ELECTION BETWEEN
REMEDIES 709 (B) RECOVERY OF PROPERTY 710 INTRODUCTION: THE LEGAL MEANS
OF RECOVERING PROPERTY 710 THE SCOPE OF THIS SECTION 710 ESTABLISHING
SECURITY THROUGH TRACING 710 WHEN PROPRIETARY CLAIMS WILL BE AVAILABLE
UNDER A CONTRACT 710 CONSTRUCTIVE TRUSTS AND NON-PERFORMED CONTRACTS 711
THE CREATION OF PROPRIETARY RIGHTS IN THE FORM OF A CONSTRUCTIVE TRUST,
WITHOUT TRACING 711 CERTAINTY OF SUBJECT MATTER IN RELATION TO
SECURITIES 711 TRACING 7 1 3 TRACING 713 TRACING IN SECURITIES
TRANSACTIONS 713 TRACING IN GENERAL TERMS 713 COMMON LAW TRACING 714 THE
PRINCIPLES OF COMMON LAW TRACING AND FOLLOWING CLAIMS 714 FOLLOWING
CLAIMS 714 COMMON LAW TRACING INTO CLEAN SUBSTITUTIONS 715 WHEN COMMON
LAW TRACING WILL NOT BE AVAILABLE 716 EQUITABLE TRACING 716 THE
PRINCIPLES UNDERPINNING EQUITABLE TRACING 716 EQUITABLE TRACING INTO
CURRENT BANK ACCOUNTS 717 WHERE A CONTRIBUTOR TO THE MIXED FUND HAS
COMMITTED SOME BREACH OF FIDUCIARY DUTY 719 LOSS OF THE RIGHT TO TRACE
IN EQUITABLE TRACING CLAIMS 720 REMEDIES IN EQUITABLE TRACING CLAIMS 721
THE FOUR PRINCIPAL REMEDIES 721 CONSTRUCTIVE TRUSTS AS REMEDIES IN
EQUITABLE TRACING CLAIMS 721 CHARGES AS REMEDIES IN EQUITABLE TRACING
CLAIMS 722 LIENS AS REMEDIES IN EQUITABLE TRACING CLAIMS 723 SUBROGATION
AS A REMEDY IN EQUITABLE TRACING CLAIMS 723 DEFENCES TO EQUITABLE
TRACING CLAIMS 723 CHANGE OF POSITION 723 ABSENCE OF BAD FAITH IN CHANGE
OF POSITION 725 CONTENTS THAT THE CHANGE OF POSITION MAY TAKE PLACE
BEFORE RECEIPT OF THE PROPERTY 725 ESTOPPEL BY REPRESENTATION 725 BONA
FIDE PURCHASER FOR VALUE WITHOUT NOTICE 726 COMPOUND INTEREST 726
COLLATERALISATION 727 (C) CONFLICT OF LAWS 728 INTRODUCTION 728
CONTRACT: CHOICE OF LAW 728 THE SOURCES OF LAW ON CONTRACT IN CONFLICTS
OF LAW 728 THE SCOPE OF THE ROME CONVENTION 729 APPLICABILITY OF THE
CONVENTION 730 DISTINGUISHING BETWEEN CHOICE OF LAW AND CHOICE OF
JURISDICTION 731 IDENTIFYING THE GOVERNING LAW OF A CONTRACT 731 EXPRESS
CHOICE OF LAW 731 SUPPLYING THE GOVERNING LAW WHERE THERE IS ONLY AN
INFERRED GOVERNING LAW PROVISION, OR WHERE THE PARTIES HAVE NO CONTRACT
IN WRITING 732 MANDATORY RULES 733 NO EXPRESS CHOICE OF LAW 733 TORT:
CHOICE OF LAW 733 CHOICE OF JURISDICTION 73 4 CHOICE OF JURISDICTION 734
GENERAL PRINCIPLE*DOMICILE 735 GENERAL PRINCIPLE*PLACE OF PERFORMANCE
735 EXPRESS CHOICE OF JURISDICTION * 735 NO EXPRESS CHOICE OF
JURISDICTION 736 RECOGNITION OF JUDGMENTS 736 (D) JUDICIAL REVIEW 736
INTRODUCTION 736 IMPROPER EXERCISE OF POWERS BY A PUBLIC BODY 737
PROCEDURAL IMPROPRIETY 737 LEGITIMATE EXPECTATIONS 738 REMEDIES 739 PART
8: CRIMINAL LAW LIABILITY IN THE ISSUE OF SECURITIES CHAPTER 26*INSIDER
DEALING AND MARKET ABUSE 743 INTRODUCTION 743 CONTENTS (A) INSIDER
DEALING 744 INTRODUCTION 744 THE OFFENCES RELATING TO INSIDER DEALING
744 THE OFFENCES 744 THE VARIOUS OFFENCES IN OUTLINE 744 THE PENALTY 745
THE POWER OF THE FINANCIAL SERVICES AUTHORITY 745 THE PRINCIPAL OFFENCE
OF INSIDER DEALING IN S.52(L) OF CJA 1993 745 THE ELEMENTS OF THE
OFFENCE UNDER S.52(L) OF CJA 1993 745 THE TWO INCHOATE OFFENCES RELATING
TO INSIDER DEALING IN S.52(2) OF CJA 1993 746 DEALING IN SECURITIES 747
THE DEFINITION OF "DEALING IN SECURITIES" 747 ACTING AS PRINCIPAL OR AS
AGENT 747 INDIRECT DEALINGS 748 WHAT CONSTITUTES ACQUISITION AND
DISPOSAL OF SECURITIES 749 DERIVATIVES TO ACQUIRE SECURITIES 751
SECURITIES TO WHICH PT V APPLIES 753 INSIDE INFORMATION 753 THE
DEFINITION OF "INSIDE INFORMATION" 753 THE DEFINITION OF
"PRICE-SENSITIVE INFORMATION" 757 QUESTIONS OF "PRICE" AND "VALUE" 758
WHAT MANNER OF INFORMATION RELATES TO A PARTICULAR ISSUER 759 A PERSON
HAVING INFORMATION AS AN INSIDER 759 THE TWO TYPES OF INSIDER ON THE
CASE LAW 762 INFORMATION "MADE PUBLIC" 762 PROFESSIONAL INTERMEDIARY 764
"REGULATED MARKET" 765 THE MEANING OF THE TERM "ISSUER" 766 DEFENCES 766
TWO TYPES OF DEFENCES 766 THE S.53 OF CJA 1993 DEFENCES 766 THE DEFENCE
TO THE S.52(L) INSIDER DEALING OFFENCE 767 THE DEFENCE TO THE S.52(2)(A)
ENCOURAGEMENT TO DEAL OFFENCE 768 THE DEFENCE TO THE S.52(2)(B)
DISCLOSURE OF INFORMATION OFFENCE 768 THE SPECIAL DEFENCES 769 THE
SPECIAL DEFENCE RELATING TO MARKET MAKERS 769 THE SPECIAL DEFENCE
RELATING TO DEALING IN MARKET INFORMATION 770 THE SPECIAL DEFENCES
RELATING TO MONETARY POLICY AND TO PRICE STABILISATION 771 THE PRIVATE
LAW ENFORCEABILITY OF CONTRACTS 772 THE TERRITORIAL SCOPE OF THE OFFENCE
772 THE PRACTICAL SCOPE OF THE COMMISSION OF THE OFFENCE 772 WHY
CRIMINALISE INSIDER DEALING? 772 THE PREVALENCE OF INSIDER DEALING IN
SOME CONTRACTS 774 CONTENTS (B) OFFENCES RELATING TO MARKET MANIPULATION
774 THE OFFENCE OF MAKING MISLEADING STATEMENTS 774 MANIPULATING
FINANCIAL MARKETS 774 THE ACTIVITY WHICH WILL GIVE RISE TO THE OFFENCE
775 THE FURTHER REQUIREMENT OF INDUCING BEHAVIOUR IN THE REPRESENTEE 777
THE STATUTORY DEFENCE 777 THE TERRITORIAL EFFECT OF THE OFFENCE 778 THE
OFFENCE OF CREATING A FALSE OR MISLEADING IMPRESSION AS TO THE MARKET
778 THE COMPONENTS OF THE OFFENCE 778 THE STATUTORY DEFENCE 779 THE
TERRITORIAL EFFECT OF THE OFFENCE 779 PENALTIES 780 (C) MARKET ABUSE 780
INTRODUCTION 780 THE MARKET ABUSE DIRECTIVE 781 THE MARKET ABUSE
DIRECTIVE 781 THE POLICY UNDERPINNING THE DIRECTIVE 781 THE
IMPLEMENTATION OF THE DIRECTIVE INTO UK SECURITIES LAW 781 MARKET ABUSE
AS A SOURCE OF "CIVIL PENALTIES" 782 THE CONCEPTS OF MARKET ABUSE AND
MARKET MANIPULATION IN MAD 782 THE REGULATION OF THE MISUSE OF "INSIDE
INFORMATION" IN MAD 782 THE REGULATION OF "MARKET MANIPULATION" ' 783
THE STRUCTURE OF THE DISCUSSION TO FOLLOW 784 CIVIL PENALTIES FOR MARKET
ABUSE IN FSMA 2000 785 THE NATURE OF THE CIVIL MARKET ABUSE CODE 785 THE
NATURE OF THE FSA'S POWERS UNDER THE MARKET ABUSE CODE 785 MARKET ABUSE
AND MISUSE OF INSIDE INFORMATION 786 THE SCOPE OF THE MARKET ABUSE
PROVISIONS 786 THE TYPES OF BEHAVIOUR CONSTITUTING MARKET ABUSE 787 THE
TYPES OF MARKET ABUSE AS DIVINED FROM FSMA 2000 AND THE FSA MARKET ABUSE
RULEBOOK MAR 1 787 (1) DEALING IN A QUALIFYING INVESTMENT: "INSIDER
DEALING" 787 (2) DISCLOSURE OF INSIDE INFORMATION: "IMPROPER DISCLOSURE"
789 (3) USE OF INSIDE INFORMATION IN BREACH OF STANDARD OF REASONABLE
BEHAVIOUR ON THE MARKET: "MISUSE OF INFORMATION" 790 (4) CAUSING A FALSE
OR MISLEADING IMPRESSION: "MANIPULATING TRANSACTIONS" 792 (5) EMPLOYING
FICTITIOUS DEVICES OR CONTRIVANCES: "MANIPULATING DEVICES" 793 (6) THE
DISSEMINATION OF INFORMATION GIVING A FALSE OR MISLEADING IMPRESSION:
"DISSEMINATION" 795 (7) FAILURE TO OBSERVE STANDARD OF BEHAVIOUR
REASONABLY EXPECTED CONTENTS OF A PERSON IN THAT MARKET: "MISLEADING
BEHAVIOUR AND DISTORTION" 796 THE LINE BETWEEN THE CIVIL OFFENCES AND
THE CRIMINAL OFFENCES OF MARKET ABUSE 797 THE LIMITS ON THE TYPES OF
BEHAVIOUR CONSTITUTING MARKET ABUSE WHICH WILL BE TAKEN INTO ACCOUNT 798
TERRITORIAL LIMITATION OF MARKET ABUSE 798 CONFORMITY WITH STABILISATION
AND SIMILAR RULES 798 EXEMPTION UNDER RULES 799 THE MEANING OF THE TERM
"INSIDER" 799 "INSIDE INFORMATION" 800 THE GENERAL DEFINITION OF "INSIDE
INFORMATION" 800 INSIDE INFORMATION IN RELATION TO COMMODITIES 801
INSIDE INFORMATION GLEANED BY THOSE RESPONSIBLE FOR EXECUTING ORDERS 802
WHETHER OR NOT INFORMATION IS "PRECISE" 802 WHETHER OR NOT INFORMATION
WILL HAVE A "SIGNIFICANT EFFECT" 803 GENERAL AVAILABILITY OF INFORMATION
803 THE POWER TO IMPOSE PENALTIES IN CASES OF MARKET ABUSE 804 THE
CIRCUMSTANCES IN WHICH PENALTIES WILL BE IMPOSED 804 RELIEF FROM THE
PENALTY 805 FSA REGULATION OF MARKET ABUSE 805 THE FSA CODE ON MARKET
ABUSE 805 THE REGULATION OF "INSIDE INFORMATION" BY THE FSA UNDER THE
LISTING RULES' MODEL CODE 807 CHAPTER 27*FRAUD, THEFT AND OFFENCES UNDER
FSMA 2000 810 INTRODUCTION 810 GENERAL OFFENCES UNDER FSMA 2000 810 THE
OFFENCE RELATED TO OFFERS OF SECURITIES TO THE PUBLIC 810 THE OFFENCE
RELATED TO REQUESTS FOR ADMISSION TO TRADING ON A REGULATED MARKET 811
DEFENCES AND PENALTIES 812 PENALTIES 812 EXEMPTIONS FROM LIABILITY UNDER
S.85 OF FSMA 2000 812 THE RESTRICTION ON FINANCIAL PROMOTION 812 THE
CATCH-ALL OFFENCE OF GIVING FALSE OR MISLEADING INFORMATION TO THE FSA
IN PURPORTED COMPLIANCE WITH FINANCIAL SERVICES REGULATION 813 OFFENCE
OF GIVING FALSE OR MISLEADING INFORMATION TO THE OFT 813 OFFENCES
COMMITTED BY BODIES CORPORATE AND PARTNERSHIPS, AND THE LIABILITY OF
OFFICERS 813 OFFENCES UNDER THE COMPANIES ACT 2006 814 CONTENTS THE
OFFENCE OF KNOWINGLY CONTRAVENING S.549 OF CA 2006 IN RELATION TO THE
ALLOTMENT OF SHARES 814 FAILURE TO MAKE A REGISTRATION OR RETURN OF
ALLOTMENTS 815 FAILURE TO REGISTER AN ALLOTMENT 815 FAILURE TO MAKE A
RETURN OF AN ALLOTMENT, AND STATUTORY RELIEF 815 FALSE OR MISLEADING
STATEMENT IN DIRECTORS' RECOMMENDATION OF ALLOTMENT 815 THEFT 816
OFFICER OF A COMPANY PUBLISHING FALSE INFORMATION 816 THE S.L9 OFFENCE
816 PENALTY 816 CASE LAW ON THEFT IN THESE CIRCUMSTANCES 817 STAGS
OBTAINING PROPERTY BY DECEPTION UNDER S.15(1) 818 FRAUD ACT 2006 818 THE
SCOPE OF THE FRAUD ACT 2006 818 FALSE REPRESENTATION 819 THE CORE OF THE
FALSE REPRESENTATION OFFENCE 819 THE CONCEPT OF "GAIN" IN THIS CONTEXT
819 THE CONCEPT OF "LOSS" IN THIS CONTEXT 820 WHETHER A "REPRESENTATION"
HAS BEEN MADE 820 WHETHER A REPRESENTATION IS A "FALSE REPRESENTATION"
821 FAILURE TO DISCLOSE INFORMATION 822 THE SCOPE OF FAILURE TO DISCLOSE
INFORMATION 822 THE CONCEPTS OF "GAIN" AND "LOSS" 822 FRAUD BY MEANS OF
ABUSE OF POSITION 823 A PERSON EXPECTED TO SAFEGUARD THE INTERESTS OF
ANOTHER 823 ABUSE OF POSITION 824 THE CONCEPTS OF "GAIN" AND "LOSS" 824
THE DEFINITION OF "GAIN" AND "LOSS" 824 USE OF "ARTICLES" FOR FRAUD 825
THE LIABILITY OF EMPLOYEES AND AGENTS 826 FRAUD UNDER PRIVATE LAW 826
PART 9: THE ALLOTMENT OF SHARES CHAPTER 28*ALLOTMENT OF SHARES 829
INTRODUCTION 830 THE ALLOTMENT CODE IN THE COMPANIES ACT 2006 830 THE
CONTRACTUAL NATURE OF ALLOTMENTS OF SHARES 830 AUTHORITY TO ISSUE SHARES
832 THE AUTHORITY TO ISSUE SHARES 832 CONTENTS THE DIVISION BETWEEN
PUBLIC COMPANIES AND PRIVATE COMPANIES 832 THE THREE TYPES OF COMPANY
UNDER THE ALLOTMENT CODE IN CA 2006 832 THE MEANING OF "EQUITY
SECURITIES" AND "ALLOTMENT" 832 THE REMOVAL OF THE CONCEPT OF AUTHORISED
CAPITAL 833 THE PROHIBITION ON DIRECTORS ALLOTTING SHARES IN S. 549(1)
OF CA 2006 833 THE PROHIBITION ON DIRECTORS ALLOTTING SHARES IN S.
549(1) OF CA 2006 833 THE DIRECTORS' DUTY TO PROMOTE THE SUCCESS OF THE
COMPANY IN THE ALLOTMENT OF SHARES 834 VALIDITY OF ALLOTMENT NOT
COMPLYING WITH S.549 OF CA 2006 835 THE DIRECTORS' POWERS TO ALLOT
SHARES, BY WAY OF EXEMPTION FROM S.549(L)OFCA2006 835 EXEMPTIONS FROM
S.549(L) OF CA 2006: EMPLOYEE SHARE SCHEMES 836 EXEMPTIONS FROM S.549(1)
OF CA 2006: PRIVATE COMPANY WITH ONLY ONE CLASS OF SHARES 836 EXEMPTIONS
FROM S. 549(1) OF CA 2006: AUTHORISATION BY THE COMPANY 836 EXERCISE BY
DIRECTORS OF POWER TO ALLOT SHARES IN A PRIVATE COMPANY WITH ONLY ONE
CLASS OF SHARES 837 EXERCISE BY DIRECTORS OF POWER TO ALLOT SHARES IN
COMPANIES GENERALLY 837 THE SCOPE OF THIS DISCUSSION OF THIS EXCEPTION
837 THE CENTRAL PRINCIPLE 838 THE MEANS BY WHICH AUTHORISATION MAY BE
GIVEN AND MAINTAINED: THE FOUR PRE-REQUISITES 838 POWERS TO ALLOT NOT
EXISTING IN PERPETUITY: RENEWAL OF AUTHORISATION 839 THE RENEWAL OF
AUTHORISATION 840 ISSUES MADE WITHOUT AUTHORITY 840 THE RIGHTS OF
ORIGINAL SUBSCRIBERS TO THE MEMORANDUM 841 THE OFFENCE OF KNOWINGLY
CONTRAVENING S.549 OF CA 2006 841 THE MECHANICS OF MAKING AN ALLOTMENT
842 THE TIME AT WHICH SHARES ARE DEEMED TO HAVE BEEN ALLOTTED 842 SAVING
FOR OTHER RESTRICTIONS ON OFFER OR ALLOTMENT IN SECURITIES LAW 843 THE
REGISTRATION AND RETURN OF ALLOTMENTS 844 REGISTRATION AND RETURN OF
ALLOTMENTS 844 REGISTRATION OF ALLOTMENT 844 RETURN OF ALLOTMENT BY
LIMITED COMPANY 844 RETURN OF ALLOTMENT BY UNLIMITED COMPANY ALLOTTING
NEW CLASSES OF SHARES 845 OFFENCE OF FAILURE TO MAKE RETURN 846 THE
PRE-EMPTION RIGHTS OF EXISTING SHAREHOLDERS 846 CONTENTS INTRODUCTION TO
THE PRE-EMPTION RIGHTS OF SHAREHOLDERS 846 EXISTING SHAREHOLDERS' RIGHT
OF PRE-EMPTION 847 THE RIGHT OF PRE-EMPTION 847 THE MEANS OF
COMMUNICATING THE PRE-EMPTIVE OFFER 848 THE EFFECT OF CONTRAVENTION OF
S.561 OR S.562 849 EXCEPTIONS TO THE RIGHT OF PRE-EMPTION 850 EXCLUSION
OF RIGHT PRE-EMPTION 851 DISAPPLICATION OF PRE-EMPTION RIGHTS 852 PUBLIC
COMPANIES: ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED 85 5 ALLOTMENT OF
SHARES IN A PUBLIC COMPANY WHERE THAT ISSUE IS NOT SUBSCRIBED FOR IN
FULL 855 THE EFFECT OF AN IRREGULAR ALLOTMENT FURTHER TO S.578 OF CA
2006 856 PRINCIPLES OF GENERAL LAW IN THE ALLOTMENT OF SHARES 857 THE
SCOPE OF THIS SECTION 857 APPLICATIONS FOR AN ALLOTMENT OF SHARES 857
THE APPLICATION AS AN OFFER OF SECURITIES 857 APPLICATION BY AGENT 858
CONDITIONAL APPLICATIONS 858 APPLICATION MUST BE ACCEPTED WITHIN
REASONABLE TIME 859 ACCEPTANCE IN THE ALLOTMENT CONTRACT 860 THE
ALLOTMENT AS ACCEPTANCE 860 NOTICE OF ALLOTMENT AND ACCEPTANCE IN
CONTRACT LAW 860 INSTANTANEOUS ACCEPTANCE 861 ACCEPTANCE BY POST 861
PROOF OF NOTICE 862 ACCEPTANCE BY EXCHANGE OF SHARES FOR SHARES 862
IRREGULAR ALLOTMENTS 862 ALLOTMENT BY IRREGULARLY CONSTITUTED BOARD OF
DIRECTORS 862 THE CONTRACTUAL EFFECT OF AN IRREGULAR ALLOTMENT 863 ULTRA
VIRES ALLOTMENT 864 SPECIFIC PERFORMANCE OF A CONTRACT FOR THE ALLOTMENT
OF SHARES 864 MISTAKE IN THE ALLOTMENT OF SHARES 864 MISTAKE IN THE
ALLOTMENT OF SHARES 864 DIRECTORS' DUTIES TO ACT IN GOOD FAITH IN
RELATION TO AN ALLOTMENT 866 PAYMENT FOR SHARES 866 INTRODUCTION 866 WHO
IS LIABLE TO MAKE PAYMENT? 867 THE GENERAL PRINCIPLE 867 THE POSITION OF
NOMINEES 867 SHARES HELD FOR A PUBLIC COMPANY 868 PAYMENT: THE
CONSIDERATION 869 THE SCOPE OF THIS SECTION 869 THE RULE AGAINST SHARES
BEING ALLOTTED AT A DISCOUNT 869 THE RULE THAT PAYMENT IS TO BE MADE IN
MONEY OR MONEY'S WORTH, SUBJECT TO EXCEPTIONS 869 CONTENTS THE MEANING
OF PAYMENT IN CASH IN THIS CONTEXT 870 PROHIBITION ON SHARES BEING
ALLOTTED AT A DISCOUNT 870 THE GENERAL PROHIBITION 870 THE PROHIBITION
UNDER STATUTE 871 THE PROHIBITION AT COMMON LAW 871 POWER OF COURT TO
GRANT RELIEF 872 PROVISION FOR DIFFERENT AMOUNTS TO BE PAID ON SHARES
873 RESTRICTIONS ON PAYMENT OF COMMISSION 873 COMPANIES' POWER TO PAY
COMMISSION 873 COMMISSION PAID OTHERWISE THAN OUT OF NEWLY ISSUED SHARES
874 RESTRICTIONS ON COMMISSION NOT LIMITED TO PUBLIC ISSUES 875 PAYMENT
IN MONEY'S WORTH: THE DEVELOPMENT OF THE LAW AND THE POSITION OF PRIVATE
COMPANIES 875 PAYMENT FOR SHARES OF A PUBLIC COMPANY 877 PUBLIC COMPANY:
NO WORK OR SERVICES IN PAYMENT OF SHARES: S.585(L) OF CA 2006 877 PUBLIC
COMPANY: ALLOTMENT AS TO ONE-QUARTER PAID UP PLUS PREMIUM: S.586 OF CA
2006 878 PUBLIC COMPANY: PAYMENT BY LONG TERM UNDERTAKING: S.587 OF CA
2006 878 VALUATION OF NON-CASH CONSIDERATION BEFORE ALLOTMENT: S.593(L)
OF CA 2006 879 PUBLIC COMPANIES: INDEPENDENT VALUATION OF NON-CASH
CONSIDERATION: S.599 OF CA 2006 881 THE REQUIREMENT FOR AN INDEPENDENT
VALUATION OF A NON-CASH ASSET, AND ITS METHODOLOGY 881 AGREEMENT FOR
TRANSFER OF NON-CASH ASSET: EFFECT OF CONTRAVENTION 881 ENFORCEABILITY
OF UNDERTAKINGS TO DO WORK, ETC. 882 PUBLIC COMPANY: TRANSFER OF
NON-CASH ASSET WITHIN THE INITIAL PERIOD: S.598 OF CA 2006 882 PUBLIC
COMPANY: SHARES ISSUED TO SUBSCRIBER TO MEMORANDUM: S.584 OF CA 2006 882
ISSUES OF SHARES AT A PREMIUM 883 INTRODUCTION 883 FORMATION OF A SHARE
PREMIUM ACCOUNT 883 APPLICATION OF THE SHARE PREMIUM ACCOUNT 883 RELIEF
FROM THE OBLIGATION TO FORM A SHARE PREMIUM ACCOUNT 884 THE EFFECT OF
THE HENRY HEAD DECISION 884 THE HEADS OF RELIEF UNDER STATUTE 884 GROUP
RECONSTRUCTION RELIEF 885 MERGER RELIEF 886 MEANS OF ACCOUNTING FOR THE
CONSIDERATION 886 INDEX 887 |
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| any_adam_object_boolean | 1 |
| author | Hudson, Alastair |
| author_facet | Hudson, Alastair |
| author_role | aut |
| author_sort | Hudson, Alastair |
| author_variant | a h ah |
| building | Verbundindex |
| bvnumber | BV023220761 |
| callnumber-first | K - Law |
| callnumber-label | KD1774 |
| callnumber-raw | KD1774 |
| callnumber-search | KD1774 |
| callnumber-sort | KD 41774 |
| callnumber-subject | KD - United Kingdom and Ireland |
| classification_rvk | PU 4367 |
| ctrlnum | (OCoLC)219718940 (DE-599)BVBBV023220761 |
| dewey-full | 346.410666 |
| dewey-hundreds | 300 - Social sciences |
| dewey-ones | 346 - Private law |
| dewey-raw | 346.410666 |
| dewey-search | 346.410666 |
| dewey-sort | 3346.410666 |
| dewey-tens | 340 - Law |
| discipline | Rechtswissenschaft |
| discipline_str_mv | Rechtswissenschaft |
| edition | 1. ed. |
| format | Book |
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| geographic_facet | Großbritannien |
| id | DE-604.BV023220761 |
| illustrated | Not Illustrated |
| index_date | 2024-07-02T20:15:57Z |
| indexdate | 2025-04-15T14:14:30Z |
| institution | BVB |
| isbn | 9781847033291 |
| language | English |
| oai_aleph_id | oai:aleph.bib-bvb.de:BVB01-016406668 |
| oclc_num | 219718940 |
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| owner | DE-M382 DE-384 |
| owner_facet | DE-M382 DE-384 |
| physical | CXV, 912 S. |
| publishDate | 2008 |
| publishDateSearch | 2008 |
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| publisher | Sweet & Maxwell |
| record_format | marc |
| spelling | Hudson, Alastair Verfasser aut Securities law by Alastair Hudson 1. ed. London Sweet & Maxwell 2008 CXV, 912 S. txt rdacontent n rdamedia nc rdacarrier Securities Great Britain Wertpapierrecht (DE-588)4065682-2 gnd rswk-swf Großbritannien Großbritannien (DE-588)4022153-2 gnd rswk-swf Großbritannien (DE-588)4022153-2 g Wertpapierrecht (DE-588)4065682-2 s DE-604 SWB Datenaustausch application/pdf http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=016406668&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA Inhaltsverzeichnis |
| spellingShingle | Hudson, Alastair Securities law Securities Great Britain Wertpapierrecht (DE-588)4065682-2 gnd |
| subject_GND | (DE-588)4065682-2 (DE-588)4022153-2 |
| title | Securities law |
| title_auth | Securities law |
| title_exact_search | Securities law |
| title_exact_search_txtP | Securities law |
| title_full | Securities law by Alastair Hudson |
| title_fullStr | Securities law by Alastair Hudson |
| title_full_unstemmed | Securities law by Alastair Hudson |
| title_short | Securities law |
| title_sort | securities law |
| topic | Securities Great Britain Wertpapierrecht (DE-588)4065682-2 gnd |
| topic_facet | Securities Great Britain Wertpapierrecht Großbritannien |
| url | http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=016406668&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA |
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