Australian Institute of Criminology

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Chapter 4 - Insider trading in the USA and the United Kingdom

Published in
Casino capitalism? Insider trading in Australia / R Tomasic
Canberra : Australian Institute of Criminology, 1991
ISBN 0 642 15877 0
(Australian studies in law, crime and justice series) ; pp 31-39

Superior courts in the common law world have rarely been able to make major contributions to the clarification and development of insider trading laws. The uncertainty and complexity inherent in the laws in this area have been such that they have not been as effective as was hoped. The widespread view of both governmental and industry regulatory bodies that insider trading is undesirable for a variety of reasons has not been supported in the courts. Of course, this is not entirely the fault of the courts because they can only respond to cases brought before them. Such cases have been few and far between and have tended not to go beyond the lower trial or magistrates' courts, so that the number of reported cases has been small. Where, however, insider trading cases have been prosecuted the judges and magistrates have often treated them far less seriously than they arguably should have. Even in one of the most serious cases to come before the courts to date, the Ivan Boesky case, a sentence of only three years imprisonment was imposed, in addition to a $50 million fine and a $50 million disgorgement. In the USA the sanctions for insider trading include fines of up to one million dollars for individuals, 10 years gaol and civil penalties of up to three times the profit gained or loss avoided, following amendments to the Securities Exchange Act 1934 (US) enacted in the Insider Trading and Securities Fraud Enforcement Act 1988 (US). However, as Table 1 illustrates, in the USA the treatment of serious white-collar criminals is more gentle than might be expected from the range of available sanctions.

Boesky had obtained profits in excess of US $100 million from insider trading activity. The insider trading charges against him were actually dropped, as he pleaded guilty to a lesser charge. It is ironic to note that despite occasional "successes", such as the Boesky and Levine cases, a significant proportion of insider trading prosecutions have been brought against minor or marginal offenders, the minnows and not the sharks of the securities markets. The higher courts have tended to have somewhat questionable or unusual insider trading cases brought before them, with the consequence that the case law in this area is not very helpful as a body of precedent. These cases have involved financial journalists and financial printers, and only rarely have stockbrokers and corporate executives come before the higher courts on insider trading charges. The latter have often been involved in far more significant wrongdoing, but have usually received lesser penalties than the former groups.

By the end of 1987 eight cases had been brought under the 1980 British insider dealing provisions. In the 1981 Bryce case, decided in Edinburgh Sheriff's Court, the defendant was convicted but discharged. In the Titheridge case before the Croydon Crown Court in 1982 the defendants were each fined 4000 and required to contribute 250 to the Legal Aid Fund and pay costs of 250. The Sutton Coldfield Magistrates' Court imposed a six-month suspended sentence and required the defendant to pay costs of 100. In the Naerger case, the Guildhall Magistrates' Court imposed a fine of 800 and costs of 150 against the defendant. In two 1987 cases decided in the Central Criminal Court, guilty verdicts led to more severe penalties. In the Collier case, the defendant received a twelve-month suspended sentence and was required to pay a fine of 25,000 and 7000 costs. In the Jenkins case the penalty imposed was a fine of 10,000 and costs of 2000.

Table 1: Recent Insider Trading Charges and Convictions in the United States of America
TraderOccupationFines and Repayment of illicit profitJail sentence
Michael R. Milken Banker, Drexel Burnham Lambert $600 million Pending
Ivan F. Boesky Arbitrage $100 million 3 years
Dennis Levine Banker, Drexel, other firms $11.6 million 2 years
Martin Siegel Banker, Kidder Peabody, Drexel $9 million 2 months
James T. Sherwin Vice Chairman, GAF Corp $2 million 6 months
Charles Zarzecki Partner, Princeton/Newport LP $1.6 million 3 months
Paul Bilzerian Investor, chairman, Singer Co. $1.5 million 4 years
Salem Lewis Arbitrage $400,000 Probation
James Sutton Regan Partner, Princeton/Newport $275,000 6 months
Boyd Jefferies CEO, Jefferies & Co $250,000 Probation
Paul Berkman Partner, Princeton/Newport $100,000 3 months
Jack Rabinowitz Partner, Princeton/Newport $50,000 3 months
Steven Smotrich Comptroller, Princeton/Newport None 3 months
John A. Mulheren Partner, Jamie Securities Pending Pending
Sources: Office of the US Attorney, Southern District of New York
Reproduced from The Sun, Baltimore, 15 July 1990.

In the United States, the situation is different from that in Australia, Britain and Canada because of the availability of civil remedies and the existence of more activist regulatory and prosecutorial authorities in the United States. Since 1977, the United States Securities and Exchange Commission (SEC) has brought 137 civil insider trading cases, compared with forty-seven in the previous twenty-eight years (Wall Street Journal, 18 November 1987; see also Obermaier 1987; Dooley 1980).

The United States Supreme Court heard only three insider trading cases in the period from 1980 to 1990. The first of these was the Chiarella case in 1980 (445 US 222; 63 L Ed 2d 348. 100 S. Ct 1108; see also Langevoort 1982; Andre 1980) where a printer who had decoded the identities of corporate targets from corporate documents traded on the information and made a profit of about $30,000. The Supreme Court (1983) 463 US 646 reversed Chiarella's conviction. In Dirks v. SEC, the second of the United States Supreme Court decisions, was decided in 1983. It involved a financial analyst who had uncovered a huge financial fraud. He advised his clients to sell their shares in the company involved in the fraud before making his discovery public. The insider trading conviction against Dirks was ultimately overturned in the Supreme Court. In both of these cases, the Court found that there was no fiduciary duty owed to the corporation whose shares were traded.

The Chiarella decision gave some credence to the misappropriation theory which came to be relied on in the subsequent lower court cases. As Martin (1986) has put it, the prosecution in Chiarella "argued that Chiarella had breached a duty to the acquiring corporations by misappropriating information entrusted to his employer and therefore had committed fraud upon both the entrusting corporate client and the sellers of the target companies' securities" (see also Andre 1986, p. 7; Cottrill 1986b, p. 1 12; Fogliano 1984, p. 1007). Four Supreme Court justices gave mixed support to the theory. The theory was indirectly approved in the 1987 Supreme Court case United States v. Carpenter, better known as the Winans case, after the journalist at the centre of the case.

In December 1987, the House of Lords decided a case brought under the 1986 amendments to the Company Securities (Insider Dealing) Act 1985 (UK). For the sake of convenience, the case will be referred to here as the Warner case1, after its key figure. Both cases involved financial journalists, although there was no suggestion that Warner was himself engaged in insider trading. Like Winans, Warner faced the possibility of several years imprisonment as a result of his conviction for failing to reveal his sources of information to investigators appointed under the British legislation.

United States v. Carpenter

The case of United States v. Carpenter involved R. Foster Winans, who was employed by The Wall Street Journal to write its influential "Heard on the Street" column. The Journal had a policy by which the contents of the column were confidential to it, prior to publication. Winans became involved in a scheme with a number of others whereby he would pass on confidential information regarding the timing and contents of future editions of the column. This information was then used to buy shares in the companies mentioned in view of the probability that material published in the column would have an impact upon the market. This proved to be so, even if only a relatively minor effect. Over a four-month period, trading on the basis of the contents of twenty-seven "Heard on the Street" columns, produced a profit of $690,000 for the group. Winans claimed that his part in this scheme brought him only $31,000. Of his confederates, Carpenter and Felis, the former was sentenced to three years probation and the latter, a former stockbroker, was sentenced to six months imprisonment to be served on weekends.

What is interesting about the Winans case is that Winans was not a corporate insider and he was not dealing in the securities of his employer, nor was the Journal a buyer or seller of stock. To better comprehend how this could occur, it is necessary to look to section 10b of the Securities Exchange Act 1934 and Rule lOb-5 made by the SEC pursuant to this section. Neither of these provisions make any mention of insider trading, but do make it unlawful for any person "in connection with the purchase or sale of any security" to use "any manipulative or deceptive device or contrivance" by resort to "any means or instrumentality of interstate commerce or of the mails ..." [emphasis added]. The Supreme Court broadly interpreted the phrase requiring a connection with a sale or purchase of a security and unanimously found against Winans on the mail and wire fraud ground. The Court was however equally divided as to the "misappropriation theory" which had earlier been applied to insider trading by the Circuit Court. By contrast, s 128(l) of the Australian Securities Industry Act 1980 required that a person be "connected with" a body corporate for the insider trading provisions to apply. Whilst this phrase might other-wise be widely interpreted as in Carpenter, s 128(8) may have precluded this by narrowly defining the nature of this connection. However, s 128(g)(c)(i) might allow for 9. more expansive reading of this phrase. Some American courts have widened the notion of insiders by including such categories of person as temporary insiders and quasi-insiders (see further Andre 1984).

In the United States Court of Appeals for the Second Circuit (United States v. Carpenter and Ors (1987) CCH Federal Securities Law Reporter, Transfer Binder 92,742), the Court held that a financial columnist's use of information misappropriated from his employer for his financial benefit and to the financial detriment of those who traded with him was "in connection with" the purchase or sale of securities within the terms of Rule lOb-5. In the Court of Appeals, Winans and Felis argued, as the Court put it, that "they may not be held criminally liable for violating, or conspiring to violate or aiding and abetting in violation, Section 10(b) of the Securities Exchange Act of 1934 ... and Rule lOb-5 promulgated thereunder ... because they were not corporate insiders or quasi-insiders and did not misappropriate material non-public information from such insiders or quasi-insiders". The Court rejected this argument, finding instead that s 10(b) and Rule lOb-5:

proscribe an employee's unlawful misappropriation from his employer, a financial newspaper, of material nonpublic information in the form of the newspaper's forthcoming publication schedule, in connection with a scheme to purchase and sell securities to be analysed or otherwise discussed in future columns of that newspaper, and that the use of the newspaper's interstate wire and mail production and distribution channels for purposes of effectuating said scheme may serve as a predicate for criminal liability for mail and wire fraud. We therefore affirm the convictions based on these substantive counts. (United States v. Carpenter and Ors (1987) CCH Federal Securities Law Reporter, Transfer Binder 92,742).

In its discussion of the case, the Court of Appeals observed that "[t]he fairness and integrity of conduct within the securities markets is a concern of utmost significance for the proper functioning of our securities laws". The Court noted that the viability of the "misappropriation theory" had been left open by the Supreme Court in Chiarella in 1980. Since Chiarella, the theory had been applied twice by the Second Circuit Court of Appeals in Securities and Exchange Commission v. Materia and United States v. Newman (664 F. 2d 12 (2d Cir. 1981). In Carpenter, Winans and Felis argued, following Materia and Newman, that the misappropriation theory applied only where the information was misappropriated by someone who owed a duty of confidentiality to the corporation whose securities were being traded. Thus, it was argued that a breach of a duty of confidence to one's employer was not sufficient. The Court of Appeals rejected this argument holding that it interpreted the misappropriation theory far "too narrowly". Instead, it held that: "[N]otwithstanding the existence of corporate clients of the employers in Newman and Materia, the misappropriation theory more broadly proscribes the conversion by "insiders" or others of material non-public information in connection with the purchase or sale of securities".

Quoting Materia, the Court of Appeals noted that s 10(b) was not "aimed solely at the eradication of fraudulent trading by corporate insiders". Similarly, the Court noted that Newman "gave legal effect to the commonsensical view that trading on the basis of improperly obtained information is fundamentally unfair, and that distinctions premised on the source of the information undermine the prophylactic intent of the securities laws". [Emphasis added]. The Court of Appeals concluded that "it is precisely such conversion that serves as the predicate for the convictions herein" ([1987] CCH Federal Securities Law Reporter, Transfer Binder 93,61 1). The repeated use of the word "any" in s 'O(b) led the Court to adopt this broad view. In interpreting the 1934 Act, the Court referred to the Congressional statements accompanying the passage of the Insider Trading Sanctions Act 1984, which also dealt with the purpose and scope of the 1934 Act: "The use of subsequent legislative history is especially appropriate where, as here, the original history is limited" (ibid. at 93,612). The Court appeared to have been much influenced by the academic debate on the misappropriation theory. The Court took the view that Winans and Felis were acting "in connection with" the sale or purchase of securities because "... those who purchased or sold securities without the misappropriated information would not have purchased or sold, at least at the transaction prices, had they had the benefit of that information" (ibid. at 93,617).

This was a very broad view of the degree of proximity required. The Court said that "... investors are endangered equally by fraud by non-inside misappropriators as by fraud by insiders" (ibid.). It concluded:

[T]hus, because of his duty of confidentiality to the Journal, defendant Winans and Felis and Carpenter, who knowingly participated with him, had a corollary duty which they breached, under Section 10(b) and Rule lOb-5, to abstain from trading in securities on the basis of the misappropriated information or to do so only upon making adequate disclosure to those with whom they traded". [Emphasis added]

One of the three Court of Appeals judges, Judge Miner, dissented from the expansive interpretation of the misappropriation theory, which covered even outsiders of the company whose securities were in question. As he saw it: "No confidential securities information imparted by reason of any special relationship was purloined by these defendants" (ibid. at 93,617). He went on to argue:

To say that the "publication schedule" of The Wall Street Journal was the non-public, confidential information stolen by the defendants is to extend the sweep of section 10(b) and rule lOb-5 beyond all reasonable bounds. Knowledge of publication dates simply is not the special securities-related knowledge implicated in the misappropriation theory. While the proscription of fraudulent and deceptive practices in connection with the purchase and sale of securities is a broad one, it never was intended to protect the reputation, or enforce the ethical standards, of a financial newspaper"([1987] CCH Federal Securities Law Reporter, Transfer Binder 93,617).

His Honour concluded that: "In sum, I do not believe that the securities fraud provisions were designed to prohibit the type of fraudulent conduct engaged in by these defendants" (ibid). Although part of the minority, these dissenting observations are significant because when the Supreme Court came to consider this case, it was equally divided on the point. As a result, the broad extension of the misappropriation theory may yet be struck down following the long-awaited appointment of the ninth judge of the Court. This is of course provided that another insider trading case goes to the Supreme Court before United States Congress clarifies the law (see further Definition of Insider Trading 1987).

In the course of his judgment Judge Miner emphasised the need to look closely at why the Securities Exchange Act was enacted. One view is that the primary purpose of the legislation should be to protect the securities market. The majority clearly felt that there was a sufficient connection with securities, others would argue that the problem with the misappropriation theory is that it simply goes too far. This was forcefully put by Judge Miner when he observed:

It seems especially ludicrous for the government to contend that the court should enforce The Wall Street Journal's conflict of interest policy prohibiting employees from trading on the basis of pre-publication information while conceding that the Journal itself is not prohibited from trading on such information. Harm to reputation, rather than to securities markets or market participants, never has been recognised as a proper subject for redress under section 10(b) or rule lOb-5". [emphasis added]. ([1987] CCH Federal Securities Law Reporter, Transfer Binder 93,617)

Clearly there is some merit in this position, but then the law is not necessarily always logical (see Atiyah 1987, pp. 8-18, 44-55, 89-112). The purposes achieved by legislation often bear little relation to those of its drafters or makers. Insider trading laws seem to be no exception to this.

United Kingdom-The Warner Case

Following the passage of Pt V of the Companies Act 1980, insider dealing became a criminal offence in the United Kingdom for the first time. In 1985, new insider dealing legislation was enacted in the form of the Company Securities (Insider Dealing) Act 1985. This legislation was strengthened by the passage of Pt VII of the Financial Services Act 1986 which provided in s 177 and s 178 for the investigation into insider dealing by inspectors appointed by the Secretary of State for Trade and Industry. The amendments provided penalties for failing to cooperate with inspectors. Section 177 provides that where a person fails to comply with any request made under s 177(3) or, pursuant to s 178(l)(b), when a person "refuses to answer any question put to him by the inspectors appointed under that section with respect to any matter relevant for establishing whether or not any suspected contravention has occurred", then the inspector can certify this fact to the court which is empowered to inquire into the matter. If satisfied that the refusal to cooperate was without reasonable excuse, the court can punish the person as if there were a contempt of court.

The Warner case arose out of the refusal of a financial journalist to disclose his sources of information about alleged insider dealing associated with leaks of information from government agencies. This is a form of insider dealing covered by s 2 of the 1985 Act. At first instance, Hoffmann J concluded that the journalist, Warner, did have reasonable grounds for refusing to answer the inspector's questions. His Honour found that:

The facts to which the inspectors depose do not... show a probability that only the disclosure of his sources by Mr Warner can prevent further insider dealing..... I consider that the public interest in the protection of sources outweighs the value of disclosure for the purposes of the investigation. It follows that Mr Warner had a reasonable excuse ([1988] 2 WLR 33 at 46; see also The Times Law Report, 1 April 1987).

The evidence which the inspectors relied on was never fully spell out. Their statement to the Court was criticised for its lack of particularity, but it was sufficient to convince both the Court of Appeal and the House of Lords that Warner's cooperation with the inspectors was necessary. The inspectors swore that:

8. Our inquiries suggest that a large ring of people have dealt at the Stock Exchange using information (whether they have in all cases known it or not) which has been ultimately derived from one particular Crown servant. The scale of the dealings in that ring is such that the value of the shares bought and sold by its members comfortably exceeds 1O million. Our inquiries have also suggested, however, that there may well have been more than one Crown servant involved in disseminating unpublished price-sensitive information and that, rather than there being one ring, there has been a second ring as well, not necessarily connected with the first ... [W]e see it as particularly necessary that Mr Warner should answer the questions put to him because his answers will not, we would expect, be self-defensive and rehearsed as the evidence may very well have been in the case of evidence received from ring members. Mr Warner is amongst a very small number of disinterested witnesses available to us and in relation to the matters raised by our questions he is the only disinterested witness. We should add that if Mr Warner's answers do not show any connection between his information and the first ring then his evidence will still be crucial, perhaps even more so because it would then support other evidence that more than one Crown servant has disseminated unpublished price-sensitive information and that a second ring has existed.

9. It is, in our view, inevitable that criminal activity relating to insider dealing will flourish if those carrying out such activities are effectively assured of anonymity and comforted by the fact that inquiries such as ours can be impeded in this all-important area. In particular, we consider the evidence relating to the very scale of the activities and the number of persons involved to be indicative of the attractions of insider dealing and it is inevitable that those concerned will continue these activities unless checked by being identified, prosecuted and, if found guilty, punished" [Emphasis added]. ([1988] 2 WLR 33 at 67-8; see also The Times Law Report, 1 April 1987).

The pursuit of Warner was perhaps more a sign of desperation than confidence on the part of the inspectors.

The Court of Appeal overturned the finding of Hoffmann J. Warner had sought to justify his refusal to answer by relying on s 10 of the Contempt of Court Act 1981 which gave some protection to a journalist's sources. On appeal, in the principal judgment by Slade L J (with whom Lloyd L J and Sir George Waller concurred), it was held that Warner's answers were necessary for the further prevention of crime, an exception to the protection of journalistic sources in s 10 of the Contempt of Court Act. Hoffmann J was found to have erred by applying too stringent a test of necessity. Slade L J observed that:

In all the circumstances... I find the conclusion was inescapable that the disclosure of Mr Warner's sources.... is necessary for the prevention of crime. The evidence showed on the balance of probabilities that such disclosure is likely to provide substantial assistance to the inspectors in the conduct of their inquiries and, further, his refusal to disclose them is likely substantially to impede them in this process ([1988] 2 WLR 33 at 50).

The case then went on appeal to the House of Lords where, in unanimously finding against Warner, their Lordships emphasised the importance of the insider dealing provisions, noting that s 10 of the Contempt of Court Act had no direct application to a reference under s 178 of the Financial Services Act and that the policy goal of the prevention of crime was a limitation on the breadth of the privilege enjoyed by journalists. Lord Griffiths, with whom the other members of the House of Lords in this case concurred, said that:

The prevention of crime in this broad sense is a matter of public and vital interest to any civilised society. Crime is endemic in society and will probably never be eradicated, but its containment is essential. If crime gets the upper hand and becomes the rule rather than the exception, the collapse of society would swiftly follow... ([1988] 2 WLR at 65-6).

Lord Griffiths went on to deal specifically with the crime of insider dealing:

In the light of the inspectors' reports it is to be hoped that steps can be taken towards stamping out this form of insider dealing by exposing and perhaps punishing both those who leaked the information and those who traded on it and by considering further measures that could be taken to prevent further leaks and insider trading ([1988] 2 WLR at 67).

Warner was himself at no time accused of insider dealing. He was, however, eventually fined 20,000 and incurred about; 100,000 in legal costs.

Significance of Warner and Winans

It is remarkable that the first case to arise under the 1986 amendments to the British insider dealing legislation involved a financial journalist, who was apparently innocent of any fraudulent activity. The case arose in the context of a series of attempts by the then Thatcher Government to close leaks of information from civil service sources.

Apart from the coincidental resemblances in the careers of Warner and Winans, a similar thread runs through both the British and American cases. Both reflect a sense of the proprietorial approach to securities related information. In the Warner case, the concern was with leaked governmental information; in the Winans case the concern was with the misappropriation of information belonging to The Wall Street Journal. Winans was found to have been involved in a conspiracy to defraud but there was no fraud alleged against Warner. It is unusual that insider trading laws were used in a way unrelated to their normal application. Neither Winans nor Warner were corporate insiders trading in the shares of a company with which they were connected. Neither seem to have had any unpublished price-sensitive information belonging to a corporation. In Warner's case, he had predicted that the Monopolies and Mergers Commission would clear a particular takeover bid, and that another takeover bid "looks destined to go before the Monopolies and Mergers Commission". Both predictions were correct and the official decisions were seen as likely to affect the values of the shares. The official who supplied the information to Warner could probably have been prosecuted under s 2 of the 1985 Act but it is unlikely that Warner could have been, particularly as he did not trade in those shares. It is also arguable that the publication of the information in two leading English newspapers, meant that the information was equally available to all. (In the Australian case of Kinwat Holdings v. Platform Pty Ltd (1982) 6 ACLC 398 the price-sensitive information in question was published in The Courier Mail before any trading took place, so that the insider trading charge failed.) In addition, Winans collected his information by regularly interviewing company officials and obtained information which was presumably available to any other market researcher. It is questionable as a matter of principle whether laws devised for one purpose, should be applied to areas for which they were not originally designed.

Although this is not to suggest that the law is or can be wholly logical, at least the appearance of logic is essential for the legitimacy of laws. This is particularly so where insider trading laws have been applied minimally to the classic type of trading by insiders. This is so notwithstanding the Levine-Boesky-Milken episode. Insider trading has traditionally been proscribed because it is regarded as unfair, dishonest and a distortion of the market. The Superior courts in the USA are approaching the problem in terms of the protection of property interests. This has been clearly so in the United States Supreme Court cases of Chiarella and Dirks (Macey 1984). The same consequence flows from the Court's decision in Carpenter. A property rights focus can also be detected in the House of Lords judgment in Warner. But there is another possibility, evident from the way the House of Lords dealt with leaks of apparently price-sensitive governmental information in the Warner case. The Court in that case seemed to be driven more by a desire to protect secrecy. If this trend is to continue, there is a real need for a re-examination of the principles upon which the insider tradng prohibition rests. The Warner case, in particular, seems to imply that the disclosure to the market of price-sensitive information will not be permitted as a defence, as those responsible for leaking the information will still be sought. Moreover, both cases reveal that only a very weak connection with the trading in securities is required to be shown.

Macey (1984) has suggested, that an emphasis upon property ultimately leads back to issues of contract. In Winans, confidentiality was clearly within the terms of the contract of employment that Winans had with The Wall Street Journal, whilst in Warner, the contracts would ultimately be those of Warner's civil servant informants within government. The Superior courts in the USA and the United Kingdom seem to be moving from wider social issues of fairness to more individualistic notions of contract as the basis for the insider trading prohibition. If this is now to be the main approach, then it seems inevitable that individuals may be able to contract out of their insider trading restrictions in such a way that they will enjoy particular market advantages not available to those not party to the contract. One could then, by the same logic, contract out of various fiduciary duties which arise from a contractual relationship. Moreover, the business property t heory could well mean that the role of public agency enforcement of insider trading would be curtailed and that the owners of the information would litigate. This, of course, is somewhat problematic for, as Macey suggests, it "may result in a sub-optimal level of enforcement" (Macey 1984, p. 59). This seems to imply a mix of public and private regulatory structures, with an enhanced self-regulatory apparatus. There seems to be an uneasy co-existence between the arguments based on fairness and property/contract in prevailing judicial approaches to insider trading. There is a need for this ambiguity to be clarified with a more "unifying theory", as Macey (1984, p. 47) has also suggested. The Court of Appeals in Carpenter endorsed this view when it relied so heavily on the arguments put forward by Macey. The Australian debate on insider trading regulation has yet to reach the level of sophistication found in North America and Britain. These two cases must surely force a closer focus on the aims of insider trading regulation.


1. This case was first reported as In Re an Inquiry under the Company Securities (Insider Dealing) Act 1985 in The Times Law Report, 11 December 1987, 27. See also, Tridimas, T., "The Financial Services Act and the Detection of Insider Trading" (1987) 8 The Company Lawyer 162; and now see [1988] 2 WLR 33.