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Insider trading meaning

What does Insider trading mean?
Insider trading describes using confidential, price‑sensitive “inside information” to buy or sell shares or other financial instruments, or tipping/inducing others to do so. In UK and Irish practice it is commonly called insider dealing and is unlawful both as a criminal offence and as market abuse. “Inside information” is information that is precise, not public, and likely to have a significant effect on price. This concept is defined in the Market Abuse Regulation (UK MAR in the UK; EU MAR in Ireland). Typical forms include dealing while in possession of inside information, encouraging another to deal, and unlawful disclosure (“tipping”). It commonly arises around takeovers, earnings announcements, fundraisings and other corporate events, and engages directors, employees, advisers and connected persons. Across England & Wales, Scotland and Northern Ireland, criminal offences are set out in the Criminal Justice Act 1993; the FCA enforces the civil market abuse regime under UK MAR and FSMA. In Ireland, EU MAR applies and is enforced by the Central Bank of Ireland; criminal offences are provided by the Criminal Justice (Market Abuse) Act 2016. Sanctions include imprisonment, fines, confiscation, regulatory penalties and prohibitions. Compliance tools include insider lists, disclosure controls, wall‑crossing, market soundings and PDMR dealing restrictions.
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View the related News about Insider trading

NEWS
Financial services weekly round-up: UK, EU and international regulatory, enforcement and market developments—8 February 2024

In this issue: UK, EU and international regulators and bodies Authorisation, approvals and supervision Accountability, culture and social governance Prudential standards Financial crime and sanctions Complaints, redress and claims handling Investigations, enforcement and discipline Capital markets regulation Derivatives regulation Sustainable finance and ESG Banks and mutuals Investment funds and asset management MiFID II Insurance regulation Payment services and systems Fintech and cryptoassets EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Key dates for financial services practitioners UK, EU and international regulators and bodies FCA and PSR publish cost/benefit analysis (CBA) policies The Financial Conduct Authority (FCA) and the Payment Systems Regulator (PSR) have issued papers setting out updates on the fundamental principles underpinning the approaches each regulator applies to assess the costs and benefits of policy action....

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NEWS
UK corporate crime weekly: extradition ruling, whistleblowing bill, computer evidence review, sentencing and sanctions changes, Barclays AML probe, health and safety and environmental enforcement, Ronan's Law, 20 February 2025

In this issue: Investigating criminal conduct Cross border criminal investigations Criminal procedure and evidence Sentencing Bribery, corruption, sanctions and export controls Environmental offences Financial services and pensions offences Health and safety and corporate manslaughter offences Local authority prosecutions Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Investigating criminal conduct New Bill introduces important whistleblower protections The Office of the Whistleblower Bill had its first reading in the House of Commons on 18 December 2025. A second reading is scheduled in the Commons for 25 April 2025. This article sets out a synopsis of the draft Bill, prepared by Whistleblowers UK acting as secretariat to the All Party Parliamentary Group for Whistleblowing. See News Analysis: New Bill introduces important whistleblower protections... Cross border criminal investigations UK Supreme Court bars traders extradition to the US Britain’s highest court has refused...

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NEWS
UK, EU and international financial services regulatory round-up: AML/sanctions, conduct and enforcement, capital markets and derivatives, ESG, payments, insurance and key dates—15 February 2024

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Financial crime and sanctions Conduct requirements Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Banks and mutuals MiFID II Consumer credit, mortgage and home finance Regulation of insurance Payment services and systems EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Key dates for financial services practitioners UK, EU and international regulators and bodies HoL committee calls for ‘Office for Regulatory Performance’. The House of Lords Industry and Regulators Committee has issued a report on how UK regulators perform, their independence and accountability. It says government should establish a new independent statutory body—the ‘Office for Regulatory Performance’—to advise and assist Parliament and its committees so regulators are scrutinised...

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View the related Practice Notes about Insider trading

PRACTICE NOTES
EU REMIT post-2024: scope, inside information, market manipulation, disclosure, reporting, algorithmic trading, LNG obligations, ACER powers and penalties

What is EU REMIT? Regulation (EU) 1227/2011, known as EU REMIT, sets the rules safeguarding integrity and transparency across wholesale energy markets. It bans insider dealing and market manipulation concerning wholesale energy products. Aims EU REMIT’s core purpose is to rebuild customer trust that wholesale energy products are fairly priced. Recital (1) underscores the need for consumers and other participants to trust the electricity and gas markets, for wholesale prices to mirror a fair, competitive balance of supply and demand, and to prevent any gain from market abuse. Guidance The European Agency for the Cooperation of Energy Regulators (ACER) issues detailed, practical guidance on EU REMIT. ACER also produces and routinely refreshes a Q&A, summarising common queries on EU REMIT together with ACER’s replies. This Q&A serves as guidance for EU REMIT stakeholders and is not a binding legal interpretation of the Regulation. Oversight and enforcement Compliance covers the bans on insider trading and market manipulation, together with duties to publish inside information,...

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PRACTICE NOTES
Private share or asset acquisitions involving UK listed and other public companies: UKLR/AIM significant transactions and reverse takeovers, related party rules, UK MAR/DTR disclosure, and Takeover Code issues

Practice Note This Practice Note sets out the matters that may arise on a private M&A deal (whether implemented as a share acquisition or an asset acquisition) where a counterparty is a company whose shares are listed in the equity shares (commercial companies) category or in the transition listing category on the Financial Conduct Authority’s (FCA) Official List and are admitted to trading on the main market for listed securities (Main Market) or admitted to trading on AIM. It also addresses points common to all public companies, whether exchange-listed or not. In these scenarios, the buyer and/or seller may need to release suitable market announcements containing certain mandated enhanced disclosures. Where the deal amounts to a reverse takeover (see below) and the purchaser is a listed company, the purchaser may have to dispatch an explanatory circular to shareholders and secure their approval for the acquisition at a general meeting (that approval will become a condition to completion and therefore influence the timing of the acquisition). The principal additional procedures...

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PRACTICE NOTES
Margin Lending over Listed Shares: Structuring, LTV and Margining, Security and Custody, Equity-Style Protections, Enforcement and Regulatory/Disclosure Issues

Introduction to margin loans What is a margin loan? At a high level, a margin loan is credit extended to a borrower, secured by liquid assets pledged for the lender’s benefit. The collateral usually consists of instruments traded on public markets or exchanges, most commonly the borrower’s listed shares, which serve as the underlying assets. The outstanding balance under the margin loan facility is compared with the value of those assets through a loan to value test. Should the collateral’s value drop beneath an agreed threshold, a margin call arises, obliging the borrower to act—typically by adding cash or further security—to return the loan to value ratio to the agreed level. Because asset values are set by exchange-traded prices, the loan to value can fluctuate rapidly and is therefore usually checked daily at the close of trading on the relevant exchange, when prices are settled. This Practice Notice concentrates on margin loans secured over listed shares, though margin loans may alternatively be secured over other asset classes...

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PRECEDENTS
UK private company share purchase (buyout) legal due diligence questionnaire: corporate, tax, finance, contracts, property, IP/IT, data protection, employment, pensions, EHS, competition, insurance and share schemes

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] ( Newco ) of the whole issued share capital of [ insert name of target company ] Limited (the Target ) from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). The questionnaire exists to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information they require to aid the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company ). We reserve the right to raise further enquiries in relation to both your replies to this questionnaire and generally...

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PRECEDENTS
Buy-side legal due diligence questionnaire for UK private company share purchases (corporate, tax, finance, contracts, IP/IT, data, employment, property, pensions, regulatory)

Legal due diligence questionnaire—private M&A—share purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to assist the Buyer, the Buyer's solicitors and other professional advisers acting on the Proposed Acquisition to secure the information the Buyer needs to inform its valuation of the Company. Please respond to each question comprehensively. Please set out your responses in italics immediately beneath each question and kindly supply copies of all relevant documentation, ensuring that all responses and documents are plainly identified by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries regarding both your responses to this questionnaire and, more generally, matters arising...

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PRECEDENTS
Precedent UK MAR Dealing Procedures Manual for UK-listed Companies: PDMR/Employee Dealings, Clearance, Closed-Period Exceptions, Insider Lists and Share Plan Guidance

This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities (PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal circumstances. Index No. Content Page Introduction [ page number ] Part A—General dealing requirements [ page number ] 1. Dealings by Restricted Persons [ page number ] 2....

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