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Company law
The concept of corporatepersonalitywith
reference to Salomon v Salomon co ltd and Lee v
Lee’s Air Farming ltd, Duties of directors,
Protection of minority and Insider trading.
NATIONAL COLLEGE OF BUSINESS ADMINISTRATION &
ECONOMICS
SUBMITTED TO: SIR HARIS
RAMZAN
SUBMITTED BY: Bisma Tahir
DEFINITION OF COMPANY LAW
The Legislation under which the formation, registration or incorporation, governance, and
dissolution of a firm is administered and controlled.
Company Ordinance 1984
An Ordinance to consolidate and amend the law relating to companies and certain other
associations
It is expedient to consolidate and amend the law relating to the companies and certain other
associations for the purpose of healthy growth of the corporate enterprises, protection of
investors and creditors, promotion of investment and development of economy and matters
arising out of or connected therewith.
In the twenty one years since the Ordinance was promulgated, the Pakistani economy,
particularly the corporate sector, has considerably evolved and expanded. Two significant
developments in this regard are (a) the growth of nonbanking finance companies and (b) the
introduction of single member companies.
The Ordinance has been amended (inter alia in 1991, 1999 and 2002)3 to cater to these and other
developments. However, these amendments have been piecemeal and narrowly focused, often
resulting in a disconnect or overlap in the provisions of the Ordinance.
LEGAL PERSON
Persons in law are seen to be of only two kinds: real/natural and artificial. Human beings are
considered ‘real' or ‘natural' persons because they are ipso facto persons. The other kind of
person is the artificial person, which is a fiction of law invested with limited legal capacity. At
this juncture, it is necessary to clarify the meaning of the term ‘capacity' in law. Capacity is the
primary attribute of personality and denotes the ability to commit acts and undertake relations
that are recognized in the law. Capacity is what enables a person to have a ‘standing' in law, be it
in the person's ability to claim-possess-exercise rights, property, enter into contracts, sue and be
sued, commit legal injury or be the victim thereof. In other words, capacity in law is the medium
through which personality expresses itself.
The law in recognizing artificial persons infuses such entities with limited legal capacity. Their
ability to commit legally recognizable acts is limited to the extent that law allows for, nothing
more.
While human beings as natural persons are capable of every act and relation possible in fact, an
artificial person is only capable of those acts and relations allowed in law; the doctrine of ultra
vies with respect to joint stock companies prevents such artificial persons from committing
acts/undertaking relations that are outside their scope of activities as specified in the
Memorandum and Articles of Association.
CORPORATE PERSONALITY
Corporate personality refers to the fact that as far as the law is concerned a company personality
really exists apart and different from its owners. As a result of this, a company can sue and be
sued in its own name, hold its own property and crucially – be liable for its own debts. It is this
concept that enables limited liability for shareholders to occur as the debts belong to the legal
entity of the company and not to the shareholders in that company.
Hence, the debate seems well settled: an artificial person cannot claim the protection of
fundamental rights under Part III of the Constitution. However, a company is a ‘person’ in the
general sense of the term and should be treated as such.
Lifting the Corporate Veil
The advantages of incorporation are extended only to those wishing to make honest use of a
company. In the case of dishonest and fraudulent use of the facility of incorporation, the law lifts
the corporate veil and identifies the persons (i.e., members) who are behind the scenes and
responsible for the perpetration of fraud. The term ‘lifting the corporate veil’ has been defined as
“looking behind the company as a legal person, that is, disregarding the corporate entity and
paying regard instead, to the realities behind the legal façade.
There are some circumstances in which a company is not deemed as having a separate legal
personality from its members.
1. For the protection of revenue
2. Where the company is acting as an agent of the shareholders
3. Where the prospectus of the company includes a fraudulent
misrepresentation
4. Investigation of ownership of company
SALOMON V SALOMON CO LTD 1897
Reference to: Separate Legal Entity
FACTS
The doctrine of separate legal entity was originated from this case The facts in this case disclosed
that a company had been incorporated by Mr. Salomon in which he and members of his family
were the only shareholders. The issue arises when the company’s business turns to be a failure.
The value of the assets was insufficient to pay out both Mr. Salomon and the company’s other
creditors. Consequently, the creditors raised an issue whereby they argued that Mr. Salomon
should not receive the payment from the company because the degree of control he exercised
over the company.
Mr. Salomon, the owner of a very prosperous shoe business, sold his business for the sum of £
30,000 to Salomon and Co. Ltd. which consisted of Salomon himself, his wife, his daughter and
his four sons. The purchase consideration was paid by the company by allotment of 23,000
shares and £10,000 debentures and the balance in cash to Mr. Salomon. The debentures carried a
floating charge on the assets of the company. One share of £ 1 each was subscribed by the
remaining six members of his family. Salomon and his two sons became the directors of this
company. Salomon was
the managing Director. After a short duration, the company went into liquidation. At that time
the statement of affairs’ was like this:
Assets :$ 6000,
Liabilities:
Salomon debenture holder $ 10,000
Unsecured creditors $ 7,000.
Thus its assets were running short of its liabilities b $11,000. The unsecured creditors claimed a
priority over the debenture holder on the ground that company and Saloman were one and the
same person and the company was a mere agent in the eyes of law. But the House of Lords held
that the existence of a company is quite independent and distinct from its members and that the
assets of the company must be utilized in payment of the debentures first in priority to unsecured
creditors. The court held that though virtually Saloman was the holder of all the shares in the
company, he was also the secured creditor and was entitled to repayment in priority to the
unsecured creditors.
The court held:
It was held by the House of Lords that despite Mr. Salomon having the control over the
company, it was neither his agent nor trustee. This is because, a company was treated as
operating the business in its own right, and as being separate from its controller, i.e. in this case
of Mr. Salomon. Therefore, the charge given by the company to Mr. Salomon was valid and he
was entitled to be paid his debt even though other creditors of the company would not be paid
because the company had insufficient assets to pay all its creditors.
Thus, it shows that a company is a legal person separate and distinct from its individual members
or directors as in the words of Cave J in Re Sheffield & South Sheffield Yorkshire Permanent
Building Society, In Liquidation [1889]: ‘a company is a legal persona just as much as an
individual'.
Saloman’s case established beyond doubt that in law a registered company is an entity distinct
from its members, even if the person hold all the shares in the company. There is no difference in
principle between a company consisting of only two shareholders and a company consisting of
two hundred members. In each case the company is a separate legal entity
LEE (CATHERINE) V. LEE'S AIR FARMING LTD.,(1961)
Reference: Separate Legal Entity
Case Facts
The facts disclosed that in 1954, Mr. Lee had formed the respondent company carrying on
the business of crop spraying from the air. Mr. Lee owned 2,999 of the company’s 3,000 shares.
Apart from that, he also was the company’s governing director whereby he had appointed
himself as the only pilot of the company at a salary arranged by himself. In March 1956, Mr. Lee
was killed while piloting an aircraft during the course of top-soil dressing.
Issue
The appellant want to claim compensation from the company as the employer of her husband
under the New Zealand Workers’ Compensation Act 1922 for the course if her husband's
employment. The issue for determination was whether there existed the relationship of employer
and employee between the company and Mr. Lee. The insurance company does not want
to pay the employer since the employer is the employee.
The New Zealand Court of Appeal refused to hold that Lee was a worker, holding
that a man could not in effect, employ himself.
Court Held
The court held in favor of appellant and she was entitled to compensation. Following the
grounds of the decision in Salomon’s case, Mr. Lee was employed by the company in the sense
required by the Act 1922.Court held that Lee was a separate person from the company he
formed, and compensation was due to the widow. Thus, the rule of corporate personality enabled
Lee to be the master and servant at the same time.
Conclusion
The company and Mr. Lee were distinct legal entities and therefore capable of entering into legal
relations with one another. As such they had entered into a contractual relationship for him to be
employed as the chief pilot of the company. They found that he could in his role of governing
director give himself orders as chief pilot. It was therefore a master and servant relationship and
as such he fitted the definition of ‘worker’ under the Act. The circumstance that in his capacity
as a shareholder he could control the course of events would not in itself affect the validity of his
contractual relationship with the company. Just as the company and the deceased were separate
legal entities so as to permit of contractual relations being established between them, so also
were they separate legal entities so as to enable the company to give an order to the decease. In
their Lordships' view it is a logical consequence of the decision in Salomon's case that one
person may function in dual capacities. The appeal was allowed and the widow was therefore
entitled to compensation.
DIRECTORS
The number of the directors and the names of the first directors shall be determined in writing by
a majority of the subscribers of the memorandum of association so, however, that such number
shall not in any case be less than that specified in section 174,Companies Ordinance, 1984.
The remuneration of the directors shall from time to time be determined by the company in
general meeting subject to the provisions of the Ordinance.
Day-to-day management of a company is delegated to the directors by its shareholders. Directors
are initially appointed by the shareholders and can usually themselves appoint additional
directors up to any limit set by the articles of association.
The decisions of the directors are taken collectively by the board of directors. A director cannot
act as a director on his own unless only one director has been appointed. Decisions are either
taken by majority vote at board meetings or by the signing by all the directors of a written
resolution.
The director's role and his powers are primarily defined in the company's articles and, if he is
also an employee, in his service contract.
Duties of Directors Under Company Ordinance 1984
The business of the company shall be managed by the directors, who may exercise all such
powers of the company as are not by the Ordinance required to be exercised by the company in
general meeting.
 The business of the company shall be managed by the directors, who may pay all
expenses incurred in promoting and registering the company, and may exercise all such
powers of the company as are not by the Ordinance or any statutory modification thereof
for the time being in force, or by these regulations, required to be exercised by the
company in general meeting.
 The directors shall appoint a chief executive in accordance with the provisions of sections
198 and 199.
 The amount for the time being remaining undercharged of moneys borrowed or raised by
the directors for the purposes of the company (otherwise than by the issue of share
capital) shall not at any time.
 The directors shall cause minutes to be made in books provided for the purpose.
(a) Of all appointments of officers made by the directors;
(b) Of the names of the directors present at each meeting of the directors and
of any committee of the directors;
(c) Of all resolutions and proceedings at all meetings of the company
 The directors Companies Ordinance, 1984 and every director present at any meeting of
directors or committee of directors shall sign his name in a book to be kept for that
purpose.
 The directors may carry forward any profits which they may think prudent not to
distribute, without setting them aside as a reserve.
 The directors shall from time to time determine whether and to what extent and at what
time and places and under what conditions or regulations the accounts and books or
papers of the company.
 The directors shall as required by sections 233 and 236 cause to be prepared and to be
laid before the company in general meeting such profit and loss accounts or income and
expenditure accounts and balance sheets duly audited and reports as are referred to in
those sections.
 The Directors may meet for the dispatch of business, adjourn and otherwise regulate their
meetings, as they think fit.
Director's liabilities
 Being a director brings with it a high degree of responsibility and, increasingly, the risk
of personal liability. Directors are not generally personally liable to third parties, unless
they have given a personal guarantee for the liabilities of the company. However, various
statutes have imposed personal liability on directors in a wide range of situations,
including health and safety, environmental, competition and securities matter.
DUTIES OF DIRECTORS UNDER THE COMPANY ACT 2006
The duties imposed on company directors have fallen under three principal headings:
1. The fiduciary duty
The courts have always regarded directors as being ‘fiduciaries’, a fiduciary being ‘someone who
has undertaken to act for or on behalf of another in a particular matter in circumstances which
give rise to a relationship of trust and confidence.
2. The duty of skill and care
The duty of skill and care evolved from the basic fiduciary duty and sought to address the
particular implications of the director’s position within the limited company environment.
3. Statutory duties
Company’s legislation (as well as other relevant legislation) has for many years imposed a range
of specific responsibilities on directors. As well as those duties that are placed on directors by
virtue of their status, many others will be imposed on the company itself.
 Duty for directors to act within their powers (section 171 CA 2006)
Section 171 says that a director must a) act in accordance with the company’s
constitution and b) only exercise powers for the purposes for which they are
conferred. Section 171(a) requires a company’s directors to follow all the
directions as to how the company’s affairs should be organized and administered
that are set down in the company’s constitution
 Duty to promote the success of the company (section 172 CA 2006)
This is the single most fundamental requirement of the statement of general duties and is crucial
to the performance of directors’ duties under the new legislation. Although section 172 is
presented in the legislation as a single, integrated measure there are effectively two, but
interlinking, parts to it
 Duty To Exercise Reasonable Care, Skill And Diligence (Section 174 CA
2006)
This is the section of the general duties which identifies the standard of competence which
directors are expected to meet in the course of carrying out their functions. ‘A director is not
bound to give continuous attention to the affairs of his company.
 Duty to avoid conflicts of interest (section 175 CA 2006)
Under this section, a director must avoid a situation in which he has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict, with the interests of the company.
Section 175 requires a director to avoid not only situations where there is plainly a conflict but
also those that ‘possibly may conflict’ with the director’s duty to the company
 Duty Not To Accept Benefits From Third Parties (Section 176 CA 2006)
Under section 176, a director must not accept a benefit from a third party under section 176, a
director must not accept a benefit from a third party
 Duty to Declare Interest In Proposed Transactions Or Arrangements
(Section 177 CA 2006)
A director must declare to the other directors any situation in which he is in any way, directly or
indirectly, interested in a proposed transaction or arrangement with the company. Disclosure,
where required, must be made to all the other directors
 Other (Non-Statutory) General Duties
Other, non-statutory duties which a director may owe to a company include a duty not to
misapply the company's property and a duty of confidentiality
DEFINITION OF MINORITY
 The state or condition of being under legal age.
 A group that does not constitute a politically dominant voting majority of the total
population in a given society.. For example a minority religion refers to a religion held by
a minority of the population of a country, state, or region..
 It can also refer to a group having less than a controlling number of votes.
A Case for Minority Shareholders Protection
Minority shareholders are defined as individuals or entities holding less than 50% of the
company stocks. Most companies require the capital injection of major and minor investors alike
Other shareholders' resolutions require only a simple majority, i.e. more than 50% voting in
favor. The Companies Act 2006 (CA 06) gives some protection to minority shareholders.
However it is always preferable to have shareholders' agreement, which can include more
extensive and effective minority protection
MINORITY SHAREHOLDER PROTECTION
Protecting the Rights of Minority Shareholders
A minority shareholder may bring a claim when the company has been or is being managed in a
way that is 'unfairly prejudicial' to some or all of its shareholders (including the claimant).
While these claims can be brought in relation to any kind of company, they are usually brought
successfully only in relation to companies where the claimant shareholder reasonably expected to
be involved (usually as a director) in the management of the company.
The rights of shareholders against each other and against the company are generally as defined
by the articles of association of the company and by relevant statute law, in particular by the
Companies Act 2006 (CA 2006).
The general principle is that a company is managed by its directors (not by its shareholders) and
that a decision of the majority of shareholders reached in general meeting is binding on the
minority.
A company should be run in accordance with its articles and the provisions of CA 2006 relating
to a shareholder’s personal rights and corporate governance. If it is, a minority shareholder will
usually have no right to challenge the decisions of the directors or the majority. Minority
shareholders claims all represent exceptions to this general rule, largely based on equitable
principles. The availability of these claims and the prospects of success are limited accordingly.
The Types of Claim and Remedy
The Practice Notes in this topic deal with three types of claim:
4. the unfair prejudice petition
5. the petition for the just and equitable winding up of a company, and
6. the derivative claims
The primary route to relief for a minority shareholder is to bring an unfair prejudice petition and
this should always be considered first.
Each kind of claim usually seeks a very different remedy but their common theme is that they are
strategies to enable the minority to obtain the proper value of their shares.
The remedy:
 usually sought in an unfair prejudice petition is an order that the majority
purchase the petitioner’s shares at a price determined by the court
 available in a petition for just and equitable winding-up is an order for the
winding-up of the company while solvent and the distribution of its net assets to
the shareholders
 sought in a derivative claim is the enforcement of a claim against a director vested
in the company and for the company’s benefit, with a view to increasing the value
of the assets ultimately available for distribution to the shareholders
Note: none of these claims are claims against the company as such.
Minority shareholders claims are usually only appropriate when the company is solvent and the
claimant’s shares have substantial value.
1. Unfair prejudice petition
An unfair prejudice petition is a statutory remedy available to shareholders of a company now
provided by CA 2006, s 994 (formerly provided by Companies Act 1985, s 459 and then often
referred to as a 's 459 petition'). It is the primary procedure available to a minority shareholder
who is the victim of 'unfairly prejudicial' conduct.
The basis of the claim is that the affairs of the company have been, are being or will be
conducted in a way that is 'unfairly prejudicial' to its shareholders or some of them (and at least
to the petitioner).
The court has a wide discretion as to the remedy (if any) to be granted to the petitioner if it finds
that there has been 'unfairly prejudicial' conduct. However, the remedy most often sought and
most often granted is an order that the majority purchase the minority’s shares at a value
determined by the court (typically market value on a pro rata basis). An order for the
commencement of a derivative action are also among the remedies that the court may give but
despite the broad terms of the statute, the court apparently cannot make a winding-up order under
this jurisdiction.
It is not a claim made by or against the company (although the company is normally made a
party) and the company cannot or should not fund the claim or the majority’s defense to the
claim.
If the majority makes a reasonable offer to purchase the petitioner’s shares at an early stage an
unfair prejudice petition is likely to be struck out.
.
2. Just and Equitable Winding-Up
A petition to wind up a company on the just and equitable ground is a statutory remedy provided
by Insolvency Act 1986, s 125 (IA 1986). It is available to a shareholder but a petitioner must be
able to show that there would be a substantial surplus on a winding-up. In substance it is not,
therefore, an insolvency procedure in Insolvency Act 1986, s 125.
In general, the circumstances in which the court will order a company to be wound up on this
basis are the same circumstances in which the court would grant relief on an unfair prejudice
petition. However, the only remedy the court may give is to wind up the company, with all the
disadvantages for all shareholders that winding-up is likely to entail. The circumstances, in
which it will be an advantage to pursue a claim for a just and equitable winding-up, rather than
an unfair prejudice petition, are limited.
While the company is made a party to the petition it is not a claim against the company as such
and the company’s assets may not be used to fund the claim or the defense.
.
3. Derivative Claim
A derivative claim is a statutory remedy available to a shareholder provided by CA 2006, ss
260–264. A shareholder brings a derivative claim on behalf of the company and for the benefit of
the company. The claim must be a claim vested in the company involving negligence, default,
breach of duty or breach of trust by a director.
Immediately a derivative claim is issued, the claimant must seek the permission of the court to
continue the claim. The court may not permit a derivative claim to proceed if it finds that it is
clearly not in the company’s interests or that the conduct complained of has been validly
authorized or ratified by the company.
The court will otherwise exercise its discretion taking into account, among other things, the good
faith of the claimant, the legal and practical merits of the claim, the likelihood of the conduct
being authorized or ratified by the company and whether the claimant could bring an action
based on the conduct complained of in his own right (for example, by way of an unfair prejudice
petition).
Broadly speaking, the conduct of the director complained of will not be validly authorized or
ratified if to do so would amount to 'unfairly prejudicial' conduct by the majority or if to pass the
required resolution the majority relied upon the votes of shareholders personally interested in the
ratification, CA 2006, s 239.
I f permission is granted it is likely to be limited to taking specified further steps and then
seeking permission to continue further.
While the company is made a defendant to the claim, it is not a claim by or against the company
as such and the company is not likely to play an active part in the proceedings.
A claimant may also seek an order that the company indemnify him against the costs of the
derivative claim, because the claim is for the company’s benefit. This is likely to be granted if
permission to proceed is given but may be subject to restrictions both as to amount and scope.
A derivative claim with different characteristics may also be available by way of relief in an
unfair prejudice petition under CA 2006, s 996(2)(c).
The practical use of a freestanding derivative claim under CA 2006, s 260 is largely limited to
cases where the usual remedy granted in an unfair prejudice petition (purchase of the minority’s
shares by the majority) is not the outcome the claimant wants or is for some reason unlikely to be
available.
Related Claims
The situation in which a minority shareholder's claim arises may also be one in which one or
more of the following types of claim should be considered as well as or instead of that claim
include:
 personal claims under the company’s articles
 rectification of the company's register of members
 claims relating to the appointment or removal of directors
 corporate insolvency proceedings
Although the spirit of the law is to ensure equitable treatment of all stakeholders, “the company
law has always struggled in its attempt to uphold majority rule and yet respect minority
interests.” This is because the law has to delicately balance the interests of both parties, without
penalizing either side or subjecting the system to excessive legal proceedings in a bid to take
advantage of the provisions. The tendency of majority rules in statute-based regulation, whilst in
theory provide minority an avenue for redress, makes it difficult for minority shareholder to
prove his case in practice.
DEFINITION OF INSIDER
The term “insider” applies to anyone who, by virtue of a special relationship with the Company,
possesses material, non-public information regarding the business of the Company.
An individual can be considered an insider for a limited time with respect to certain material,
non-public information even though he or she is not a director or officer. For example, an
assistant who knows that an acquisition is about to occur may be regarded as an insider with
respect to that information until the news of such acquisition has been fully disclosed to the
public.
The prohibition against such trading generally is understood to prohibit
(1) Trading on the basis of material, non-public information,
(2) Disclosing or “tipping” material, non-public information to others or recommending the
purchase or sale of securities on the basis of such information or
(3) Assisting someone who is engaged in any of the above activities.
The term “insider” applies to anyone who, by virtue of a special relationship with the Company,
possesses material, non-public information regarding the business of the Company.
An individual can be considered an insider for a limited time with respect to certain material,
non-public information even though he or she is not a director or officer. For example, an
assistant who knows that an acquisition is about to occur may be regarded as an insider with
respect to that information until the news of such acquisition has been fully disclosed to the
public.
INSIDER TRADING
Insider trading is a term that most investors have heard and usually associate with illegal
conduct. But the term actually includes both legal and illegal conduct. The legal version is when
corporate insiders—officers, directors, and employees—buy and sell stock in their own
companies. When corporate insiders trade in their own securities, they must report their trades to
the SEC.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary
duty or other relationship of trust and confidence, while in possession of material, nonpublic
information about the security. Insider trading violations may also include "tipping" such
information, securities trading by the person "tipped," and securities trading by those who
misappropriate such information.
What is material, non-public information?
Information is generally deemed to be “material” if there is a substantial likelihood a
“reasonable investor” would rely on it in deciding to purchase, sell or hold a security to which
the information relates.. Examples of information that is generally regarded as material are:
 Financial results;
 Projections that significantly differ from external expectations;
 Major proposed or pending acquisitions, investments or divestitures;
 Significant project or product developments;
Individuals found liable for insider trading face penalties of up to three (3) times the profit
gained or loss avoided a criminal fine of up to $5 million and up to twenty (20) years in jail. In
addition to the potential criminal and civil liabilities mentioned above, in certain circumstances
the Company may be able to recover all profits made by an insider who traded illegally, plus
collect other damages. In addition, the Company (and its executive officers and directors) could
itself face penalties of the greater of $1 million or three (3) times the profit gained or loss
avoided as a result of an employee’s violation and/or a criminal penalty of up to $25 million for
failing to take steps to prevent insider trading.
Without regard to the civil or criminal penalties that may be imposed by others, willful violation
of this Policy and its procedures may constitute grounds for dismissal
The procedures regarding securities trading outlined below are designed to deter and, where
possible, to prevent such improper trading.
PROHIBITIONS FOR ALL EMPLOYEES:
 No Trading on Material, Non-Public Information
No employee who is aware of any material, non- public information concerning the Company or
a third-party with whom the Company does business, shall engage in any transaction in the
Company’s or such third-party’s securities,
 No Tipping
No employee shall disclose (“tip”) material, non-public information to any other person where
such information may be used by such person to his or her benefit by trading in the securities of
the company to which such information relates,
 No Short Sales
No employee shall engage in the short sale of the Company’s securities. A short sale is a sale of
securities not owned by the seller or, if owned, not delivered against such sale within twenty (20)
days thereafter (a “short against the box”)
 No Margin Purchases.
No employee shall purchase the Company’s securities on margin. This means such persons are
prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase.
 No Trading in the Company’s Securities on a Short-Term Basis.
Any Company securities purchased on the open market by a Section 16 Reporting Person,
Designated Individual or member of such individuals’ immediate family or household must be
held for a minimum of six (6) months. Note that the SEC’s short swing profit rules already
penalize Section 16 Reporting Persons who sell any Company securities within six (6) months of
a purchase by requiring such person to disgorge all profits to the Company whether or not such
person had knowledge of any material, non-public information.
It should be noted that any person who possesses material, non-public information, , should not
engage in any transaction involving the company’s securities.
POLICIES REGARDING THE USE, DISCLOSURE AND
PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION
All employees of the Company have ethical and legal responsibilities to maintain the
confidentiality of material, non-public information.
 Use and Disclosure of Material, Non-Public Information.
 Material, Non-Public Information Regarding Other Companies
 Unauthorized Disclosure of Internal Information
 Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive
Information
 Internet
 Inadvertent Disclosure of Material, Non-Public Information
 Inquiries Regarding Material, Non-public Information
Obligations of Insider On Investigation By The Commission
(1)It shall be the duty of every insider, who is being investigated, to produce to the enquiry
officer such books of account and other documents in his custody or control and furnish the
statements and information relating to the transactions in securities market within such time as
the enquiry officer may require.
(2) The insider shall allow the enquiry officer to have reasonable access to the premises occupied
by such insider and also extend reasonable facility for examining any books, records, documents
and computer data in the possession of the stock broker.
(3) The enquiry officer, in the course of enquiry, shall be entitled to examine or record
statements of any member, director, partner, proprietor and employee of the insider.
(4) It shall be the duty of every director, proprietor, partner, officer and employee of the insider
to give the enquiry officer all assistance in connection with the investigation.
Examples of insider trading cases that have been brought by the SEC are cases against:
 Corporate officers, directors, and employees who traded the corporation's securities after
learning of significant, confidential corporate developments;
 Government employees who learned of such information because of their employment by
the government; and
 Other persons who misappropriated, and took advantage of, confidential information
from their employers.
Because insider trading undermines investor confidence in the fairness and integrity of the
securities markets, the SEC has treated the detection and prosecution of insider trading violations
as one of its enforcement priorities.
CONCLUSION
From the above information we concluded that company law covers different aspects related to
the companies for example in which aspects Company will act as a distinct entity. Directors are
appointed by shareholders to run the business so what are their duties and rights of minorities
and the concept of insider trading and how to prevent it.
B law project

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B law project

  • 1. Company law The concept of corporatepersonalitywith reference to Salomon v Salomon co ltd and Lee v Lee’s Air Farming ltd, Duties of directors, Protection of minority and Insider trading. NATIONAL COLLEGE OF BUSINESS ADMINISTRATION & ECONOMICS SUBMITTED TO: SIR HARIS RAMZAN SUBMITTED BY: Bisma Tahir
  • 2. DEFINITION OF COMPANY LAW The Legislation under which the formation, registration or incorporation, governance, and dissolution of a firm is administered and controlled. Company Ordinance 1984 An Ordinance to consolidate and amend the law relating to companies and certain other associations It is expedient to consolidate and amend the law relating to the companies and certain other associations for the purpose of healthy growth of the corporate enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith. In the twenty one years since the Ordinance was promulgated, the Pakistani economy, particularly the corporate sector, has considerably evolved and expanded. Two significant developments in this regard are (a) the growth of nonbanking finance companies and (b) the introduction of single member companies. The Ordinance has been amended (inter alia in 1991, 1999 and 2002)3 to cater to these and other developments. However, these amendments have been piecemeal and narrowly focused, often resulting in a disconnect or overlap in the provisions of the Ordinance. LEGAL PERSON Persons in law are seen to be of only two kinds: real/natural and artificial. Human beings are considered ‘real' or ‘natural' persons because they are ipso facto persons. The other kind of person is the artificial person, which is a fiction of law invested with limited legal capacity. At this juncture, it is necessary to clarify the meaning of the term ‘capacity' in law. Capacity is the primary attribute of personality and denotes the ability to commit acts and undertake relations that are recognized in the law. Capacity is what enables a person to have a ‘standing' in law, be it in the person's ability to claim-possess-exercise rights, property, enter into contracts, sue and be sued, commit legal injury or be the victim thereof. In other words, capacity in law is the medium through which personality expresses itself.
  • 3. The law in recognizing artificial persons infuses such entities with limited legal capacity. Their ability to commit legally recognizable acts is limited to the extent that law allows for, nothing more. While human beings as natural persons are capable of every act and relation possible in fact, an artificial person is only capable of those acts and relations allowed in law; the doctrine of ultra vies with respect to joint stock companies prevents such artificial persons from committing acts/undertaking relations that are outside their scope of activities as specified in the Memorandum and Articles of Association. CORPORATE PERSONALITY Corporate personality refers to the fact that as far as the law is concerned a company personality really exists apart and different from its owners. As a result of this, a company can sue and be sued in its own name, hold its own property and crucially – be liable for its own debts. It is this concept that enables limited liability for shareholders to occur as the debts belong to the legal entity of the company and not to the shareholders in that company. Hence, the debate seems well settled: an artificial person cannot claim the protection of fundamental rights under Part III of the Constitution. However, a company is a ‘person’ in the general sense of the term and should be treated as such. Lifting the Corporate Veil The advantages of incorporation are extended only to those wishing to make honest use of a company. In the case of dishonest and fraudulent use of the facility of incorporation, the law lifts the corporate veil and identifies the persons (i.e., members) who are behind the scenes and responsible for the perpetration of fraud. The term ‘lifting the corporate veil’ has been defined as “looking behind the company as a legal person, that is, disregarding the corporate entity and paying regard instead, to the realities behind the legal façade.
  • 4. There are some circumstances in which a company is not deemed as having a separate legal personality from its members. 1. For the protection of revenue 2. Where the company is acting as an agent of the shareholders 3. Where the prospectus of the company includes a fraudulent misrepresentation 4. Investigation of ownership of company SALOMON V SALOMON CO LTD 1897 Reference to: Separate Legal Entity FACTS The doctrine of separate legal entity was originated from this case The facts in this case disclosed that a company had been incorporated by Mr. Salomon in which he and members of his family were the only shareholders. The issue arises when the company’s business turns to be a failure. The value of the assets was insufficient to pay out both Mr. Salomon and the company’s other creditors. Consequently, the creditors raised an issue whereby they argued that Mr. Salomon should not receive the payment from the company because the degree of control he exercised over the company. Mr. Salomon, the owner of a very prosperous shoe business, sold his business for the sum of £ 30,000 to Salomon and Co. Ltd. which consisted of Salomon himself, his wife, his daughter and his four sons. The purchase consideration was paid by the company by allotment of 23,000 shares and £10,000 debentures and the balance in cash to Mr. Salomon. The debentures carried a floating charge on the assets of the company. One share of £ 1 each was subscribed by the remaining six members of his family. Salomon and his two sons became the directors of this
  • 5. company. Salomon was the managing Director. After a short duration, the company went into liquidation. At that time the statement of affairs’ was like this: Assets :$ 6000, Liabilities: Salomon debenture holder $ 10,000 Unsecured creditors $ 7,000. Thus its assets were running short of its liabilities b $11,000. The unsecured creditors claimed a priority over the debenture holder on the ground that company and Saloman were one and the same person and the company was a mere agent in the eyes of law. But the House of Lords held that the existence of a company is quite independent and distinct from its members and that the assets of the company must be utilized in payment of the debentures first in priority to unsecured creditors. The court held that though virtually Saloman was the holder of all the shares in the company, he was also the secured creditor and was entitled to repayment in priority to the unsecured creditors. The court held: It was held by the House of Lords that despite Mr. Salomon having the control over the company, it was neither his agent nor trustee. This is because, a company was treated as operating the business in its own right, and as being separate from its controller, i.e. in this case of Mr. Salomon. Therefore, the charge given by the company to Mr. Salomon was valid and he was entitled to be paid his debt even though other creditors of the company would not be paid because the company had insufficient assets to pay all its creditors. Thus, it shows that a company is a legal person separate and distinct from its individual members or directors as in the words of Cave J in Re Sheffield & South Sheffield Yorkshire Permanent Building Society, In Liquidation [1889]: ‘a company is a legal persona just as much as an individual'.
  • 6. Saloman’s case established beyond doubt that in law a registered company is an entity distinct from its members, even if the person hold all the shares in the company. There is no difference in principle between a company consisting of only two shareholders and a company consisting of two hundred members. In each case the company is a separate legal entity LEE (CATHERINE) V. LEE'S AIR FARMING LTD.,(1961) Reference: Separate Legal Entity Case Facts The facts disclosed that in 1954, Mr. Lee had formed the respondent company carrying on the business of crop spraying from the air. Mr. Lee owned 2,999 of the company’s 3,000 shares. Apart from that, he also was the company’s governing director whereby he had appointed himself as the only pilot of the company at a salary arranged by himself. In March 1956, Mr. Lee was killed while piloting an aircraft during the course of top-soil dressing. Issue The appellant want to claim compensation from the company as the employer of her husband under the New Zealand Workers’ Compensation Act 1922 for the course if her husband's employment. The issue for determination was whether there existed the relationship of employer and employee between the company and Mr. Lee. The insurance company does not want to pay the employer since the employer is the employee. The New Zealand Court of Appeal refused to hold that Lee was a worker, holding that a man could not in effect, employ himself.
  • 7. Court Held The court held in favor of appellant and she was entitled to compensation. Following the grounds of the decision in Salomon’s case, Mr. Lee was employed by the company in the sense required by the Act 1922.Court held that Lee was a separate person from the company he formed, and compensation was due to the widow. Thus, the rule of corporate personality enabled Lee to be the master and servant at the same time. Conclusion The company and Mr. Lee were distinct legal entities and therefore capable of entering into legal relations with one another. As such they had entered into a contractual relationship for him to be employed as the chief pilot of the company. They found that he could in his role of governing director give himself orders as chief pilot. It was therefore a master and servant relationship and as such he fitted the definition of ‘worker’ under the Act. The circumstance that in his capacity as a shareholder he could control the course of events would not in itself affect the validity of his contractual relationship with the company. Just as the company and the deceased were separate legal entities so as to permit of contractual relations being established between them, so also were they separate legal entities so as to enable the company to give an order to the decease. In their Lordships' view it is a logical consequence of the decision in Salomon's case that one person may function in dual capacities. The appeal was allowed and the widow was therefore entitled to compensation. DIRECTORS The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of association so, however, that such number shall not in any case be less than that specified in section 174,Companies Ordinance, 1984. The remuneration of the directors shall from time to time be determined by the company in general meeting subject to the provisions of the Ordinance.
  • 8. Day-to-day management of a company is delegated to the directors by its shareholders. Directors are initially appointed by the shareholders and can usually themselves appoint additional directors up to any limit set by the articles of association. The decisions of the directors are taken collectively by the board of directors. A director cannot act as a director on his own unless only one director has been appointed. Decisions are either taken by majority vote at board meetings or by the signing by all the directors of a written resolution. The director's role and his powers are primarily defined in the company's articles and, if he is also an employee, in his service contract. Duties of Directors Under Company Ordinance 1984 The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not by the Ordinance required to be exercised by the company in general meeting.  The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not by the Ordinance or any statutory modification thereof for the time being in force, or by these regulations, required to be exercised by the company in general meeting.  The directors shall appoint a chief executive in accordance with the provisions of sections 198 and 199.  The amount for the time being remaining undercharged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time.  The directors shall cause minutes to be made in books provided for the purpose.
  • 9. (a) Of all appointments of officers made by the directors; (b) Of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) Of all resolutions and proceedings at all meetings of the company  The directors Companies Ordinance, 1984 and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.  The directors may carry forward any profits which they may think prudent not to distribute, without setting them aside as a reserve.  The directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and books or papers of the company.  The directors shall as required by sections 233 and 236 cause to be prepared and to be laid before the company in general meeting such profit and loss accounts or income and expenditure accounts and balance sheets duly audited and reports as are referred to in those sections.  The Directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Director's liabilities  Being a director brings with it a high degree of responsibility and, increasingly, the risk of personal liability. Directors are not generally personally liable to third parties, unless they have given a personal guarantee for the liabilities of the company. However, various statutes have imposed personal liability on directors in a wide range of situations, including health and safety, environmental, competition and securities matter.
  • 10. DUTIES OF DIRECTORS UNDER THE COMPANY ACT 2006 The duties imposed on company directors have fallen under three principal headings: 1. The fiduciary duty The courts have always regarded directors as being ‘fiduciaries’, a fiduciary being ‘someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence. 2. The duty of skill and care The duty of skill and care evolved from the basic fiduciary duty and sought to address the particular implications of the director’s position within the limited company environment. 3. Statutory duties Company’s legislation (as well as other relevant legislation) has for many years imposed a range of specific responsibilities on directors. As well as those duties that are placed on directors by virtue of their status, many others will be imposed on the company itself.  Duty for directors to act within their powers (section 171 CA 2006) Section 171 says that a director must a) act in accordance with the company’s constitution and b) only exercise powers for the purposes for which they are conferred. Section 171(a) requires a company’s directors to follow all the directions as to how the company’s affairs should be organized and administered that are set down in the company’s constitution
  • 11.  Duty to promote the success of the company (section 172 CA 2006) This is the single most fundamental requirement of the statement of general duties and is crucial to the performance of directors’ duties under the new legislation. Although section 172 is presented in the legislation as a single, integrated measure there are effectively two, but interlinking, parts to it  Duty To Exercise Reasonable Care, Skill And Diligence (Section 174 CA 2006) This is the section of the general duties which identifies the standard of competence which directors are expected to meet in the course of carrying out their functions. ‘A director is not bound to give continuous attention to the affairs of his company.  Duty to avoid conflicts of interest (section 175 CA 2006) Under this section, a director must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. Section 175 requires a director to avoid not only situations where there is plainly a conflict but also those that ‘possibly may conflict’ with the director’s duty to the company  Duty Not To Accept Benefits From Third Parties (Section 176 CA 2006) Under section 176, a director must not accept a benefit from a third party under section 176, a director must not accept a benefit from a third party  Duty to Declare Interest In Proposed Transactions Or Arrangements (Section 177 CA 2006)
  • 12. A director must declare to the other directors any situation in which he is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company. Disclosure, where required, must be made to all the other directors  Other (Non-Statutory) General Duties Other, non-statutory duties which a director may owe to a company include a duty not to misapply the company's property and a duty of confidentiality DEFINITION OF MINORITY  The state or condition of being under legal age.  A group that does not constitute a politically dominant voting majority of the total population in a given society.. For example a minority religion refers to a religion held by a minority of the population of a country, state, or region..  It can also refer to a group having less than a controlling number of votes. A Case for Minority Shareholders Protection Minority shareholders are defined as individuals or entities holding less than 50% of the company stocks. Most companies require the capital injection of major and minor investors alike Other shareholders' resolutions require only a simple majority, i.e. more than 50% voting in favor. The Companies Act 2006 (CA 06) gives some protection to minority shareholders. However it is always preferable to have shareholders' agreement, which can include more extensive and effective minority protection
  • 13. MINORITY SHAREHOLDER PROTECTION Protecting the Rights of Minority Shareholders A minority shareholder may bring a claim when the company has been or is being managed in a way that is 'unfairly prejudicial' to some or all of its shareholders (including the claimant). While these claims can be brought in relation to any kind of company, they are usually brought successfully only in relation to companies where the claimant shareholder reasonably expected to be involved (usually as a director) in the management of the company. The rights of shareholders against each other and against the company are generally as defined by the articles of association of the company and by relevant statute law, in particular by the Companies Act 2006 (CA 2006). The general principle is that a company is managed by its directors (not by its shareholders) and that a decision of the majority of shareholders reached in general meeting is binding on the minority. A company should be run in accordance with its articles and the provisions of CA 2006 relating to a shareholder’s personal rights and corporate governance. If it is, a minority shareholder will usually have no right to challenge the decisions of the directors or the majority. Minority shareholders claims all represent exceptions to this general rule, largely based on equitable principles. The availability of these claims and the prospects of success are limited accordingly. The Types of Claim and Remedy The Practice Notes in this topic deal with three types of claim: 4. the unfair prejudice petition 5. the petition for the just and equitable winding up of a company, and 6. the derivative claims
  • 14. The primary route to relief for a minority shareholder is to bring an unfair prejudice petition and this should always be considered first. Each kind of claim usually seeks a very different remedy but their common theme is that they are strategies to enable the minority to obtain the proper value of their shares. The remedy:  usually sought in an unfair prejudice petition is an order that the majority purchase the petitioner’s shares at a price determined by the court  available in a petition for just and equitable winding-up is an order for the winding-up of the company while solvent and the distribution of its net assets to the shareholders  sought in a derivative claim is the enforcement of a claim against a director vested in the company and for the company’s benefit, with a view to increasing the value of the assets ultimately available for distribution to the shareholders Note: none of these claims are claims against the company as such. Minority shareholders claims are usually only appropriate when the company is solvent and the claimant’s shares have substantial value. 1. Unfair prejudice petition An unfair prejudice petition is a statutory remedy available to shareholders of a company now provided by CA 2006, s 994 (formerly provided by Companies Act 1985, s 459 and then often referred to as a 's 459 petition'). It is the primary procedure available to a minority shareholder who is the victim of 'unfairly prejudicial' conduct. The basis of the claim is that the affairs of the company have been, are being or will be conducted in a way that is 'unfairly prejudicial' to its shareholders or some of them (and at least to the petitioner).
  • 15. The court has a wide discretion as to the remedy (if any) to be granted to the petitioner if it finds that there has been 'unfairly prejudicial' conduct. However, the remedy most often sought and most often granted is an order that the majority purchase the minority’s shares at a value determined by the court (typically market value on a pro rata basis). An order for the commencement of a derivative action are also among the remedies that the court may give but despite the broad terms of the statute, the court apparently cannot make a winding-up order under this jurisdiction. It is not a claim made by or against the company (although the company is normally made a party) and the company cannot or should not fund the claim or the majority’s defense to the claim. If the majority makes a reasonable offer to purchase the petitioner’s shares at an early stage an unfair prejudice petition is likely to be struck out. . 2. Just and Equitable Winding-Up A petition to wind up a company on the just and equitable ground is a statutory remedy provided by Insolvency Act 1986, s 125 (IA 1986). It is available to a shareholder but a petitioner must be able to show that there would be a substantial surplus on a winding-up. In substance it is not, therefore, an insolvency procedure in Insolvency Act 1986, s 125. In general, the circumstances in which the court will order a company to be wound up on this basis are the same circumstances in which the court would grant relief on an unfair prejudice petition. However, the only remedy the court may give is to wind up the company, with all the disadvantages for all shareholders that winding-up is likely to entail. The circumstances, in which it will be an advantage to pursue a claim for a just and equitable winding-up, rather than an unfair prejudice petition, are limited. While the company is made a party to the petition it is not a claim against the company as such and the company’s assets may not be used to fund the claim or the defense.
  • 16. . 3. Derivative Claim A derivative claim is a statutory remedy available to a shareholder provided by CA 2006, ss 260–264. A shareholder brings a derivative claim on behalf of the company and for the benefit of the company. The claim must be a claim vested in the company involving negligence, default, breach of duty or breach of trust by a director. Immediately a derivative claim is issued, the claimant must seek the permission of the court to continue the claim. The court may not permit a derivative claim to proceed if it finds that it is clearly not in the company’s interests or that the conduct complained of has been validly authorized or ratified by the company. The court will otherwise exercise its discretion taking into account, among other things, the good faith of the claimant, the legal and practical merits of the claim, the likelihood of the conduct being authorized or ratified by the company and whether the claimant could bring an action based on the conduct complained of in his own right (for example, by way of an unfair prejudice petition). Broadly speaking, the conduct of the director complained of will not be validly authorized or ratified if to do so would amount to 'unfairly prejudicial' conduct by the majority or if to pass the required resolution the majority relied upon the votes of shareholders personally interested in the ratification, CA 2006, s 239. I f permission is granted it is likely to be limited to taking specified further steps and then seeking permission to continue further. While the company is made a defendant to the claim, it is not a claim by or against the company as such and the company is not likely to play an active part in the proceedings. A claimant may also seek an order that the company indemnify him against the costs of the derivative claim, because the claim is for the company’s benefit. This is likely to be granted if permission to proceed is given but may be subject to restrictions both as to amount and scope.
  • 17. A derivative claim with different characteristics may also be available by way of relief in an unfair prejudice petition under CA 2006, s 996(2)(c). The practical use of a freestanding derivative claim under CA 2006, s 260 is largely limited to cases where the usual remedy granted in an unfair prejudice petition (purchase of the minority’s shares by the majority) is not the outcome the claimant wants or is for some reason unlikely to be available. Related Claims The situation in which a minority shareholder's claim arises may also be one in which one or more of the following types of claim should be considered as well as or instead of that claim include:  personal claims under the company’s articles  rectification of the company's register of members  claims relating to the appointment or removal of directors  corporate insolvency proceedings Although the spirit of the law is to ensure equitable treatment of all stakeholders, “the company law has always struggled in its attempt to uphold majority rule and yet respect minority interests.” This is because the law has to delicately balance the interests of both parties, without penalizing either side or subjecting the system to excessive legal proceedings in a bid to take advantage of the provisions. The tendency of majority rules in statute-based regulation, whilst in theory provide minority an avenue for redress, makes it difficult for minority shareholder to prove his case in practice.
  • 18. DEFINITION OF INSIDER The term “insider” applies to anyone who, by virtue of a special relationship with the Company, possesses material, non-public information regarding the business of the Company. An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public. The prohibition against such trading generally is understood to prohibit (1) Trading on the basis of material, non-public information, (2) Disclosing or “tipping” material, non-public information to others or recommending the purchase or sale of securities on the basis of such information or (3) Assisting someone who is engaged in any of the above activities. The term “insider” applies to anyone who, by virtue of a special relationship with the Company, possesses material, non-public information regarding the business of the Company. An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public. INSIDER TRADING Insider trading is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own
  • 19. companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information. What is material, non-public information? Information is generally deemed to be “material” if there is a substantial likelihood a “reasonable investor” would rely on it in deciding to purchase, sell or hold a security to which the information relates.. Examples of information that is generally regarded as material are:  Financial results;  Projections that significantly differ from external expectations;  Major proposed or pending acquisitions, investments or divestitures;  Significant project or product developments; Individuals found liable for insider trading face penalties of up to three (3) times the profit gained or loss avoided a criminal fine of up to $5 million and up to twenty (20) years in jail. In addition to the potential criminal and civil liabilities mentioned above, in certain circumstances the Company may be able to recover all profits made by an insider who traded illegally, plus collect other damages. In addition, the Company (and its executive officers and directors) could itself face penalties of the greater of $1 million or three (3) times the profit gained or loss avoided as a result of an employee’s violation and/or a criminal penalty of up to $25 million for failing to take steps to prevent insider trading. Without regard to the civil or criminal penalties that may be imposed by others, willful violation of this Policy and its procedures may constitute grounds for dismissal
  • 20. The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading. PROHIBITIONS FOR ALL EMPLOYEES:  No Trading on Material, Non-Public Information No employee who is aware of any material, non- public information concerning the Company or a third-party with whom the Company does business, shall engage in any transaction in the Company’s or such third-party’s securities,  No Tipping No employee shall disclose (“tip”) material, non-public information to any other person where such information may be used by such person to his or her benefit by trading in the securities of the company to which such information relates,  No Short Sales No employee shall engage in the short sale of the Company’s securities. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within twenty (20) days thereafter (a “short against the box”)  No Margin Purchases. No employee shall purchase the Company’s securities on margin. This means such persons are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase.  No Trading in the Company’s Securities on a Short-Term Basis. Any Company securities purchased on the open market by a Section 16 Reporting Person, Designated Individual or member of such individuals’ immediate family or household must be held for a minimum of six (6) months. Note that the SEC’s short swing profit rules already penalize Section 16 Reporting Persons who sell any Company securities within six (6) months of
  • 21. a purchase by requiring such person to disgorge all profits to the Company whether or not such person had knowledge of any material, non-public information. It should be noted that any person who possesses material, non-public information, , should not engage in any transaction involving the company’s securities. POLICIES REGARDING THE USE, DISCLOSURE AND PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION All employees of the Company have ethical and legal responsibilities to maintain the confidentiality of material, non-public information.  Use and Disclosure of Material, Non-Public Information.  Material, Non-Public Information Regarding Other Companies  Unauthorized Disclosure of Internal Information  Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive Information  Internet  Inadvertent Disclosure of Material, Non-Public Information  Inquiries Regarding Material, Non-public Information Obligations of Insider On Investigation By The Commission (1)It shall be the duty of every insider, who is being investigated, to produce to the enquiry officer such books of account and other documents in his custody or control and furnish the statements and information relating to the transactions in securities market within such time as the enquiry officer may require.
  • 22. (2) The insider shall allow the enquiry officer to have reasonable access to the premises occupied by such insider and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the stock broker. (3) The enquiry officer, in the course of enquiry, shall be entitled to examine or record statements of any member, director, partner, proprietor and employee of the insider. (4) It shall be the duty of every director, proprietor, partner, officer and employee of the insider to give the enquiry officer all assistance in connection with the investigation. Examples of insider trading cases that have been brought by the SEC are cases against:  Corporate officers, directors, and employees who traded the corporation's securities after learning of significant, confidential corporate developments;  Government employees who learned of such information because of their employment by the government; and  Other persons who misappropriated, and took advantage of, confidential information from their employers. Because insider trading undermines investor confidence in the fairness and integrity of the securities markets, the SEC has treated the detection and prosecution of insider trading violations as one of its enforcement priorities. CONCLUSION From the above information we concluded that company law covers different aspects related to the companies for example in which aspects Company will act as a distinct entity. Directors are appointed by shareholders to run the business so what are their duties and rights of minorities and the concept of insider trading and how to prevent it.