Under the CJA, the offence of insider dealing only applies to individuals.1 The prohibitions under UK MAR apply to all persons, defined to include both natural and legal persons.2
A criminal insider dealing offense can be committed by a person:
- within the UK at the time when he is alleged to have done any act constituting or forming part of the alleged dealing; or
- if the alleged dealing pertains to securities admitted for trading on, or securities for which a request has been made for admission on, a market treated as if it is regulated in the UK, a multilateral trading facility (MTF), the NASDAQ, the SIX Swiss Exchange or the New York Stock Exchange; or
- if the alleged dealing pertains to securities admitted for trading on an organized trading facility (OTF); or
- if the alleged dealing pertains to other securities not within the above, the price or value of which depends on, or has an effect on, the price or value of a security listed, or for which a request for admission has been made for trading on one of the above markets (except an OTF) as applicable; or
- if the professional intermediary was within the UK at the time when he is alleged to have done anything by means of which the offense is alleged to have been committed.
The encouraging and disclosure offenses can only be committed by someone who was:
- within the UK at the time when he is alleged to have disclosed the information or encouraged the dealing; or
- the alleged recipient of the information or encouragement was within the UK at the time when he is alleged to have received the information or encouragement.
The prohibitions and requirements set out in UK MAR apply to acts or omissions that occur in EU and non-EU countries by EU and non-EU natural and legal persons relating to the financial instruments set out in Articles 2(1) and (2) of UK MAR. The FCA has jurisdiction to take action for a breach of UK MAR against any person, whether or not the acts or omissions occurred in the UK or elsewhere.
1 Criminal Justice Act 1993 (CJA), c. 36, § 52 (UK).
2 Regulation 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) (MAR), as retained in the UK by the European Union (Withdrawal) Act 2018 (EUWA) and amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310, art. 3(13).