Company Law Content
- Insider dealing is simply an unauthorized inside trading of corporate securities by the corporate insiders. Abusive self-dealing occurs when the persons having close relation to company abuse this relationship to the detriment of company and investors.
- Unpublished inside information’s play very crucial role in securities transactions. There is always chance of such information to be disclosed by directors, shareholders, officials and other people who are involved in management.
- Trading of securities by the persons who have price sensitive information with them, which is not available to the person with whom one is contracting at the relevant time may cause harm to one an undue benefit to the others.
- Such activities are required to be controlled in order to protect the investment of general public and shareholders.
- Insider dealing means any person dealing with sensitive information, which is illegal in many ways by own self or through any other person, which has not publically disclosed
So, insider dealing is the dealing of securities of company with the benefit of confidential and restricted or unpublished information by such persons through his /her position or relation with the “officials” of the company.
Who are insiders?
(Section 92 of the Securities Act 2063 BS.)
- The person who may have inside information due to his / her position such as directors, promoters, shareholders, officials or employees.
- Any professionals who obtain inside information are by the cause of delivery of such professional services such as auditors and legal consultants.
- Any persons who have capacity or access to obtain such information directly or indirectly.
So, the persons having access to notice or information that is price sensitive are called insiders.
- Existing Nepalese Company Act has no explicit provision on insider dealing rather it imposes duty on directors of company to disclose their interest in company.
- Section 91 of the Securities Act 2063 BS has provided that ‘’ any person who transacts or causes transacting on securities on the basis of inside information which are not made public that may affect the price of securities or gives notice or information known to him, to any other except to his / her course of duty is deemed to act as insider dealing.
- Section 101 the Securities Act 2063 BS provides punishment on the crime of insider dealing. The culprit shall be fined as per value involved in transaction or imprisonment up to one year or both.
- The Securities Act further provides that if any person is punished in insider dealing will be disqualified to be appointed as director or manager in public limited company until 10 years from the date of punishment. (Section 108 of the Securities Act 2063 BS).
- Any aggrieved persons may recover any loss sustained by him from such person committing crime of insider dealing.
- Insider Dealing is regarded as criminal act and included in schedule -1 of State Cases Act 2049 BS.
(Need to look Section 102 of the Securities Act, Sections 32/ 92/93/94/ of the Companies Act and 11 of BaFI Act)