دانلود کتاب Market Abuse and Insider Dealing

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About the Authors\nPreface\nContents\nTable of Cases\nTable of Statutes\nTable of Statutory Instruments\nChapter 1. The nature of insider dealing and market abuse\n Insider dealing in perspective\n What is insider dealing?\nChapter 2. Insider dealing: the civil law\n A wrong to the market or the company?\n Conflicts of interest\n Secret profits\n Loss to the insider’s company\n A narrow obligation\n Benefiting another – a breach of duty?\n Shadow directors and others\n The position of investors\n Illegality and public policy\n Remedies\nChapter 3. The main offences of insider dealing – dealing on the basis of inside information\n The law before 1980\n The offence of insider dealing\n Insiders\n Encouraging insider dealing\n Disclosure of inside information\n Territorial scope of offences relating to encouragement and disclosure\n Tippee liability\n Secondary persons and tippee liability\n The FSMA 2000 and tippee liability\n Defences to allegations of insider dealing\nChapter 4. The market abuse regime\n Introduction\n The UK market abuse regime\n The prescribed markets\n Qualifying investments\n Related investments\n Prescribed markets, qualifying investments and the Jabre case\n The duty to the market\n What constitutes market abuse\n Manipulating devices\n Insider and inside information\n Information that is ‘precise’ and has an ‘effect’ on price\n Behaviour\n The Code of Market Conduct (MAR)\n The MAR specifying behaviour\n Behaviour which does not amount to market abuse\n Safe harbours\n Regulatory enforcement and sanctions\n Private enforcement\n Regulatory policy and the Market Abuse Directive\n Conclusion\nChapter 5. FSMA criminal offences of market manipulation\n Introduction\n Manipulation\n UK criminal offences for misleading statements and practices\n Market distortion and market manipulation\n Abusive squeezes\n FCA prosecution\n Analysis and conclusion\nChapter 6. Fraud and financial crime\n Introduction\n The creation of false markets\n The common law\n The fair price\n Conspiracy\n Enforcing the bargain\n Fraud (by representation or conduct)\n Requisite state of mind – mens rea\n Proof of dishonesty and fraudulent intention\n Misrepresentation by words or conduct\n Silence\n Concealment\n Criminal Breach of Trust (CBT)\n Misappropriation (including theft)\n Requisite state of mind – mens rea\n Handling\n False statements and manipulation\n High pressure selling\n Fraudulent trading and insolvency related offences\n Reckless management of banks\n Blackmail and extortion\n Computer-related crime\n Corruption\n False reporting\n Forgery and the reliability of documentation\n Acts preparatory to fraud\n Perjury and false declarations\n Civil fraud\n Disclosure orders and freezing orders\n Disqualification procedures\n Offences by bodies corporate\n Conclusion\nChapter 7. Anti-money laundering and proceeds of crime\n The corporate and financial dimension\n Money laundering in context\n Proceeds of crime\n 2017 Money Laundering Regulations – civil penalties\n Money laundering liability in the civil law\n Naughty knowledge and mens rea\n Compliance\n Confiscation\n Terrorist finance\nChapter 8. Conflicts of interest\n A fundamental rule\n Directors and their duty of loyalty\n Multiple appointments\n Modification of duties\n Other fiduciaries\n Contracting out\n Informed consent\n A case at last!\n Conflicts compliance and the regulatory environment\nChapter 9. Issuer disclosure and liability\n Disclosure and the issuer\n Disclosure obligations\n Disclosure and inside information\n Delayed disclosure\n Selective disclosure\n Managerial disclosures\n Safe harbours\n Issuer disclosure and third-party lists\n Issuer and senior officer liability\n Professional disclosure requirements\n Professionals and confidentiality\n FCA favours enhanced disclosure\n Disclosure of sustainability risks\n Issuer’s disclosure decision tree\n Takeovers\n General principles\n The Takeover Panel’s powers\n The FCA’s role\n Market abuse\n Actual or potential offerors\nChapter 10. Information gathering\n Introduction\n General reporting and the obligation to cooperate\n The FCA’s statutory information gathering\nChapter 11. Investigations\n Introduction\n Investigations and transparency\n Powers of investigation\n Confidentiality\n Sanctions for failing to comply with an investigation\n Criteria for enforcement action\n Case selection by the FCA\nChapter 12. Enforcement issues\n Introduction\n Sanctions for market abuse\n Principles-based enforcement\n Statements and penalties\n Enforcement and the impact on positions of influence,\rtrading and business permissions\n Applications to the court\nChapter 13. Compliance procedures and systems\n Introduction\n Compliance and authorised persons\n Authorisation, governance, senior management and compliance\n Governance and the need for policy, process, and procedure\n The compliance function and regulatory characteristics\n Authorised firms’ obligation to maintain records\n Compliance and conflicts management, and information barriers\n Personal account dealing rules\nChapter 14. Personal liability of senior managers and compliance officers\n Personal responsibility\n The role of the law\n The duty of fidelity\n Contract and tort\n Accessory liability in equity\n Personal criminal liability\n Criminal proceedings\n Sentencing policy\n Regulatory liability, personal accountability – senior managers, certified persons and code staff\nChapter 15. Control liability\n Responsibility and control\n Vicarious liability in the criminal law\n Vicarious liability in the law of tort\n Vicarious responsibility in restitution\n Directors’ knowledge\n Financial services regulation and control liability\n Control liability and authorisation\n Senior management function holders and controlled functions\nChapter 16. The impact of other laws: domestic and overseas\n Introduction\n EU Market Abuse Regulation (EU MAR)\n EU MAR and market manipulation\n Buybacks and price stabilisation\n EU MAR and cross-border cooperation in investigations\rand enforcement\n Extra-territorial application of US securities laws, foreign issuers\rand anti-fraud provisions\n IOSCO and UK efforts at international cooperation\n Conclusion\nIndex