132 2 overlaps improper use of information obtained

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Unformatted text preview: erlaps with s. 132 (2) Overlaps improper use of information obtained by officer virtue of position position s Contracts with co at common law material interest , direct/indirect s full disclosure to GM s contract voidable at option of co s Transvaal Lands Transvaal s articles usually contain articles authorisation authorisation s Rule against competing non-executive directors s competition permitted if no competition misuse of confidential information information s Bell v Lever Bros, Hivac s Disclosure Articles provisions s Common law to GM- Furs Ltd Common v Tomkies Tomkies s s.131(1) declaration promptly to s.131(1) BOD by directors interested directly/indirectly in contracts directly/indirectly s material interest s s 131 (4) general notice s s.131(5)-declaration of other s.131(5)-declaration interests interests s s.134-Co. to keep register of s.134-Co. interests interests s Insider Trading Also constitutes breach of Also director’s duties-misuse of confidential informationconfidential remedy for Co. -s.132 (2) s s.132A-insider dealing-remedy s.132A-insider for any person who has suffered loss loss s Common Law Position Percival v Wright Percival s Coleman v Myers s Allen v Hyatt s Sections 89, 90 Securities Industry Act Prohibition s any person who is in possession any of s price sensitive information s not generally available s prohibited from dealing, prohibited procuring & communication procuring s knowledge that information is knowledge price sensitive price s Definitions s Inside information x not generally available-but if it not were it would have a material materia effect on the price of securities effect x matters of supposition x matters relating to future of coy x indefinite matters (rumours, indefinite ‘grapevine’ information) ‘grapevine’ x persons’ intentions Materiality reasonable person would be reasonable influenced in decision to deal in securities securities s Generally available s made known to persons who made commonly invest in that type of security security s...
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This document was uploaded on 03/26/2014.

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