Top core elements of the insider trading and market manipulation offences in Nigeria and South Africa

Abstract

This article discusses top core elements of offenses of insiders trading and market manipulation in terms of the different legislation in those areas. The article finds out that, despite attempting to test insider deals, insider dealing activity is still struggling due to incentives to increase profits. Therefore, a constructive recommendation that could be used to improve the curbing of market abuse practices in these financial market regions has been made to include, businesses must be required to disclose all information and communication concerning the value of their shares and to put in place tighter disclosure rules.

Disclosure statement

No potential conflict of interest was reported by the author(s).

Notes

1 See Lucille Davie, ‘Strong Showing in Global Competitiveness’ BrandSouthAfrica<https://www.brandsouthafrica.com/investments-immigration/economynews/strong-showing-in-global-competitiveness>accessed 12 March 2020. Despite this relatively positive regulatory achievement, the South African anti-market abuse enforcement authorities have sometimes grappled to adequately protect investors who purchase or sell shares to their disadvantage because they are ignorant of other market abuse – related practices such as short selling, credit default swaps, quote staffing, high frequency trading and algorithmic trading, market rigging, money laundering and front running, all of which are not expressly prohibited under the Financial Markets Act.

2 Behaviour amounting to insider trading and market abuse in the jurisdiction include: insider dealing with respect to security-based swap agreement; employment of any device; scheme, or artifice to defraud; obtaining money or property by means of any untrue statement of material fact or any omission; making of misleading statements; engaging in fraudulent or deceitful transaction; directly or indirectly using or employing any manipulative or deceptive device; possession and use of material non-public information; directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security, misappropriation of confidential information for securities trading purposes.

3 In other words, the relevant legislation in these jurisdictions merely provides instances and/or examples of how market abuse offences could be committed without providing specific definition of the concept of market abuse. Accordingly, such instances and/or examples should not be confused with or interpreted as if they refer to the actual definition of market abuse.

4 See further Daniel R. Fischel & David J. Ross ‘Should the law prohibit “market manipulation” in financial markets?’ [1991] Harvard L.R 503, 506.

5 No 29, 2007.

6 No. 19 of 2012, hereinafter referred to as the Financial Market Act, which came into effect on 3rd June 2013.

7 OdigieE. Omoyemen Lucia,‘A Comparative Analysis of Liability for Insider Trading and Market Abuse in the United Kingdom, United States and Nigeria’ (Sept. 2016) 2(2)Port Harcourt Journal of Business Law PJBL 667,670; Howard Chitimira, ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’ (2016) 2(2)the J. C. C. L& P, 20, 34–35.

8 In other words, the relevant legislation in these jurisdictions merely provides instances and/or examples of how market abuse offences could be committed without providing specific definition of the concept of market abuse. Accordingly, such instances and/or examples should not be confused with or interpreted as if they refer to the actual definition of market abuse.

9 See further Daniel, ‘Should the law prohibit “market manipulation” in financial markets?’(n 4)503, 506.

10 Financial Services and Market Act 2000. s188 (1).

11 Odigie ‘A Comparative Analysis of Liability for Insider Trading and Market Abuse in the United Kingdom, United States and Nigeria’(n 7).

12 Section 78, 80, 81 and 82 of the Financial Market Act No. 19 of 2012, hereinafter referred to as the Financial Market Act, which came into effect on 3rd June 2013.

13 Financial Market Act s.78, 80, 81 and 82 Ibid.

14 Ibid.

15 Act 36 of 2004 (hereinafter referred to as the Securities Service Act) see section 73, 75, 76 and 77.

16 Financial Market Act Section 78, 80, 81 and 82 Ibid. Notably, credit default swaps, high frequency trading, and algorithmic trading are not treated as market manipulation perse and/or generally prohibited in the U.S.A.

17 Financial Market Act s78, 80, 81 and 82 (Ibid). Also see Howard, ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’. (n7) 20, 25–26.

18 It is generally accepted that to date, there is no comprehensive and satisfactory definition of this concept that exist. See Daniel,‘Should the law prohibit “market manipulation” in financial markets?’ (n 4) 503, 506. Market abuse involves the misuse of material information (price-sensitive information), the dissemination of false or misleading information and practices which abnormally or artificially affect, or are likely to affect, the formation of prices or volumes of trading of financial instrument. This definition is nonetheless narrow in that it does not clearly define insider trading as another form of market abuse. Thus, although the European Union Directive on Insider Dealing and Market Manipulation (The Directive of the European Parliament and Council of 28th January 2003, on Insider Dealing and manipulation (Market Abuse) 2003/6/EC/ OJ 2003, L96116) (hereinafter referred to as the E.U Market Abuse Directive), generally uses the term “market abuse” to refer to transaction – and/or trade-based market manipulation as well as disclosure – and/or information based market manipulation and insider trading, it does not expressly define the concept of market abuse to cover all these forms of prohibited trading practices, see Article 1(2)(a) – (c); See also Guido A. Ferrarini, ‘The European Market Abuse Directive’(2004)41(3) C. M. L. R 711, 724–728; The Forum of European Securities Commission (F.E.S.C.O) “Market Abuse: F.E.S.C.O’s Response to the call for Reviews from the Securities Regulators under the E.U’s Action Plan for Financial Services Com (1999) 232,”Forum of European Securities Commission<http://www.Europefesco.org> accessed 12 March, 2020; Frank H. Easterbrook, ‘Monopoly, Manipulation and the Regulation of Future Market’(1986) 59 J.O.B 108, 103–127; Moreover, the concept of market abuse is not defined in the relevant federal statutes of the U.S.A. Despite these definitional deficiencies, all the forms of market manipulation and insider trading are generally treated as “market abuse” at both state and federal level in the U.S.A. for instance see the relevant provisions of the Securities Act of 1933 Public Law 22, 48 stat 74 15 U.S.C 77a–77mm et scq (2000) as amended, hereinafter referred to as the Securities Act. See Section. 24; Securities Exchange Act of 1934 public law 73–291, 48 stat 881 15 U.S.C 78a–78ii as amended, (hereinafter referred to as the Securities Exchange Act). See Sections. 16(a) and (b) and Section. 10(b); The Insider Trading Sanctions Act of 1984 Public Law 98–376, 98 Stat. 1264 (1984), hereinafter referred to as the Insider Trade Sanctions Act Section. 21A. The Insider Trading and Securities Fraud Enforcement Act of 1988 public law 100–704, 102 Stat. 4677 (hereinafter referred to as the Securities Fraud Enforcement Act), which introduced a new or modified Section 21A. See further s6(b) (2) of the same Act; The Commodities Futures Modernization Act of 2000 Public Law 106 , 554, 114 stat. 2763A–365; The Public Law 107–204, 116 stat. 745 (as codified in scattered Sections. of 15, 28 USC) (hereinafter referred to as Sarbanes – Oxley Act), see s2, 306(a), 13 48 to Consumer Protection Act of 2010 Public Law 111–203, 124 stat. 1376 (codified of the U.S.C, Section 53 01 et seq.) (hereinafter referred to as the Dodd-Frank Act) See Sections. 746, 753 and Section. 922, which enacted Section. 21F to repeal and replace Section 21A(e) of the Securities Exchange Act. A similar approach is adopted in the U.K; See the Financial Services and Market Act 2000 (C8), hereinafter referred to as the Financial Services and Markets Act. See s118(1)–(8) of the Financial Services and Markets Act. Also see Edward Swan Market Abuse Regulation 29, 205(2006). Similarly, in South Africa and for the purposes of this Article, “market abuse” is used as a generic term referring to insider trading, prohibited trading practices (trade-based market manipulation) and the market or publication of false, this leading a deceptive promises, statements or forecasts 81 and 82 of the Financial Market Act.

19 Article 2(1) read with Subsection (2) and Article 4 of the EU Market Abuse Directive.

20 Article 3(a) read with Article 4 of the E.U Market Abuse Directive.

21 Article 3(b) read with Article 4 of the E.U Market Abuse Directive. Also see Avjouleas Emilios,‘A Critical Evaluation of the New E.C Financial Market Regulation: Peaks, Froughs and the Road Ahead’(2005) 18 Transnat'l Law 179, 201; Philip R. Wood. ‘Regulation of International Finance’(2007) 7 L & P I F, 552, 555.

22 See the Regulation of the European Parliament and of the Council of 16 April 2014 on Market Abuse E.U/596/2014, OJ L/73/1 (2014) (hereinafter referred to as the new E.U Market Abuse Regulation), repealing Directive 2003/6/E.C of the European Parliament and of the Council and Commission Directives 2003/124/E.C, 2003/125/E.C and 2004/72/E.C. This regulation came into effect on 3rd July 2016.

23 See the Directive of the European Parliament and of the Council of 16 April 2014 on Criminal Sanctions for market abuse 2014/57/E.U, OJ/173/179 (2014) (hereinafter referred to as the new Criminal Sanctions Market Abuse Directive). See art. 1–10 of the new Criminal Sanctions Market Abuse Directive. This Directive came into effect on 3rd July 2016. Notably, the U.K and Denmark have opted not to be regulated by the new Criminal Sanctions Market Abuse Directive while Ireland has opted to be regulated by the same Directive in accordance with the provisions of the consolidated versions of the treaty on E.U (hereinafter referred to as T.E.U) and the treaty on the functioning of the E.U (hereinafter referred to T.E.E.U). See Protocol 21 on the position of the U.K and Ireland in respect of the Area of freedom, security and justice.

24 Act 50 of 2001 (Cth) as amended (hereinafter referred to as the Corporation Act), see part 7. 10.

25 This is so called Fuzzy law techniques, which characterizes most of the Australian Insider Trading Criminal Sanctions.

26 Section. 10 42 C read with S 10 42 A of the Corporation Act. Ibid.

27 Section. 10 42 A of the Corporation Act. Ibid.

28 Section. 10 42 D read with S 10 42 A of the Corporations Act. Ibid.

29 Section. 10 42 F read with S 10 42 A of the Corporation Act. Ibid.

30 See Bostock Tom, “Australia’s New Insider Trading Laws” (1992) C&S L J 165, 181.

31 See Sections. 16(a) and (b) and 10(b).

32 Godwin v Agussiz (1933) 186 N.E 659 (mass), where the plaintiff, who had ignorantly sold his own shares to his detriment after having read a newspaper report stating that the company had stopped operating as a result of insider trading; was denied relief by the Supreme Court of Massachusetts.

33 Section. 16(b) prohibits short-swing profits (profits obtained in less than six months) by corporate insiders in the corporation’s stock except when it was in the best interests of that corporation or its shareholders. Put differently, corporate insiders who buy and sell securities within six months are obliged to surrender any short-swing profits and/or any profits obtained in less than six months before such transaction to the affected corporation or company.

34 Section. 10(b) prohibits any person to directly or indirectly use or employ in the purchase or sale of any securities registered on a security exchange or any unregistered securities, any manipulative or deceptive device or contrivance in contravention of any rules and regulations adopted by the United States Securities and Exchange Commission (S.E.C).

35 Section. 746, 753 and 922.

36 The Criminal Justice Act 1993 (c 36) (hereinafter referred to as the Criminal Justice Act).

37 See Section. 118 (1)–(8) and other relevant provisions of the Financial Services and Markets Act.

38 See the Securities Registration, Licensing and Corporate Governance Amendment Rules No. 1 2014, Statutory Instrument 108 of 2014 and the Securities Registration, Licensing and Corporate Governance Rules, 2016, Statutory Instrument 100 of 2010.

39 See the relevant provisions of the Securities Act 171 2004 chapter 24.25 as amended; the Securities Amendment Act 2 of 2013; The Asset Management Act 15/2004 chapter 24:26 as amended; The Collective Investments Schemes Act 25/1997 chapter 24:19 as amended; also see Percy W. Saungweme, Ricardo M. Peters & Pradeep Brijlal,‘A Framework for Combating Insider Trading on Developing Stock Exchanges: Evidence from the Zimbabwean Stock Exchange’(2013) A.J .B. M 1630, 1631–1639.

40 See Sections. 72 and 73. Financial Market Act Ibid.

41 Sections. 77 and 78 of the Financial Market Act Ibid.

42 Sections. 78 and 82 of the Financial Market Act Ibid.

43 Sections. 78 and 82 of the Financial Market Act Ibid. See Howard, ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’(n 7)20, 26–30.

44 No. 29, 2007.

45 Chao Hung Christophe Chen,‘Information Disclosure, Risk Trading and the Nature of Derivative Instruments: From Common Law Perspective’(2009) 4(1)National Taiwan University Law Review 31.

46 Philippi Jabre v FSA July 10 2006 (2002) UK FSM F3M035.

47 Odigie ‘A Comparative Analysis of Liability for Insider Trading and Market Abuse in the United Kingdom, United States and Nigeria’(n 7) 667, 671.

48 See Lucille Davie, ‘Strong Showing in Global Competitiveness’ Brand SouthAfrica(n 1) Despite this relatively positive regulatory achievement, the South African anti-market abuse enforcement authorities have sometimes grappled to adequately protect investors who purchase or sell shares to their disadvantage because they are ignorant of other market abuse – related practices such as short selling, credit default swaps, quote staffing, high frequency trading and algorithmic trading, market rigging, money laundering and front running, all of which are not expressly prohibited under the Financial Markets Act.

49 Sections. 80 and 81 Financial Market Act (Ibid).

50 Section. 16(a)–(b) and Section. 10(b) and other relevant provisions of the Securities Exchange Act (Ibid).

51 Section. 118(1)–(8) of the Financial Services and Market Act (Ibid).

52 Section. 10 41 A to 10 41 A and part 7. 10 of the Corporation Act (Ibid).

53 Section. 78, 80, 81 and 82 and other related provisions under chapter x of the same Act. Also see further Rehana Cassim, ‘An Analysis of Market Manipulation under the Securities Service Act 36 of 2004 (part 1)’ (2008) 20(1) SA Merc LJ 33–60 and Howard Chitimira, ‘A Historical Overview of the Regulation of Market Abuse in South Africa’(2014)17(3)PER / PELJ 937, 938–965.

54 This definition should expressly apply to all the types of market manipulation practices. The definition should also apply to related illicit practices such as high frequency trading (a practice that involves persons such as brokers, issuers and financial analyst who act in appropriators capacity to employ sophisticated computerized algorithmic decision-making system, in order to obtain advantage from some minute discrepancies in the financial markets stock prices and then quickly trade in such stocks in large quantities to gain profit) front running (an illegal technique that is employed by market participants like brokers to anticipate the effect and impact of upcoming trading transactions on the price of certain securities in order to engage in market manipulation and other illicit trading activities), naked short selling (occurs when a seller agrees to short sell a security within a stipulated period without taking prior measures to repurchase it at the later stage) and quote staffing (a manipulative tactic which involves the prompt entering and withdrawing of large stock orders by any person in order to flood the market with quotes that other persons have to process, thereby causing them to lose their fair competitive advantage in such stocks) see related remarks in Howard Chitimira,‘The Regulation of Market Manipulation in Australia: A Historical Comparative Perspective.’(2015)18 (2)PER / PELJ112, 113–148; Howard Chitimira,‘The inherent challenges in the South African Anti-Market Abuse Enforcement Framework in Relation to Selected Market Abuse Practices that Occurred During the Global Financial Crisis’(2014) 5(8) M. J. S. S 60, 61–62, 64 & 67–68.

55 Howard, ‘A Historical Overview of the Regulation of Market Abuse in South Africa’ (n 53) 937, 964–965; See further Luiz S. & Van der linde K, ‘The Financial Market Acts, Act 19 of 2012: Some Comments on the Regulation of Market Abuse’(2013) S. A Merc L.J 458, 470–477.

56 See Howard, ‘A Historical Overview of the Regulation of Market Abuse in South Africa’ (n 53) 937, 963–968.; see further Luiz S. & Van der linde K, ‘The Financial Market Acts, Act 19 of 2012: Some Comments on the Regulation of Market Abuse’ (n 55) 458, 477–491.

57 Howard, ‘A Historical Overview of the Regulation of Market Abuse in South Africa’ (n 53) 937, 963–968. See further Luiz S. & Van der linde K, ‘The Financial Market Acts, Act 19 of 2012: Some Comments on the Regulation of Market Abuse’ (n 55) 458, 477–491.

58 No. 29 2007.

59 Felicia O. Olokoyo &Olaleke O. Ogunnaike,‘An Empirical Analysis of the Effect of Stock Market Crisis on Economic Growth: The Nigerian Case’(2011)7 (4) Acta Universitatis Danubius 172–186.

60 Section. 106 (1) Investment and Securities Act. Ibid.

61 Section. 108 (1) Investment and Securities Act. Ibid.

62 Section. 109 Investment and Securities Act. Ibid.

63 Section. 110 Investment and Securities Act. Ibid.

64 Section. 111 (1) Investment and Securities Act. Ibid.

65 Section. 105 (4) Investment and Securities Act. Ibid.

66 Section. 111 (2) Investment and Securities Act. Ibid.

67 Section. 112 (1) Investment and Securities Act. Ibid.

68 Section. 115 Investment and Securities Act. Ibid.

69 Section. 116 Investment and Securities Act. Ibid.

70 Securities and Exchange Commission Rules and Regulation 2013, R74 (2).

71 Securities and Exchange Commission Rules and Regulation 2013, R56 (2) (D).

72 Securities and Exchange Commission Rules and Regulation 2013, R269.

73 Securities and Exchange Commission Rules and Regulation 2013, R2.

74 Odigie ‘A Comparative Analysis of Liability for Insider Trading and Market Abuse in the United Kingdom, United States and Nigeria’(n 7) 667, 680–683.

75 No. 19 of 2012, hereinafter referred to as the Financial Market Act, which came into effect on 3rd June 2013.

76 Section. 78 (1) (a) of the Financial Market Act Ibid.

77 Section. 78 (2) (a) and (i)–(iii) of the Financial Market Act Ibid.

78 Section. 78 (3) (a) and (b) of the Financial Market Act Ibid.

79 Section. 78 (4) (a) and (b) of the Financial Market Act Ibid.

80 Section. 78 (5) of the Financial Market ActIbid. See Luiz ‘The Financial Market Acts, Act 19 of 2012: Some Comments on the Regulation of Market Abuse’(n 55) 458, 470–477.

81 Section. 80 Financial Market Act. Ibid.

82 Section. 81 Financial Market Act Ibid; Howard, ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’(n 7) 20, 31–40.

83 The Nigeria Law Reform Commission was set up to undertake the progressive development and reform of substantive and procedural law applicable in Nigeria by way of codification, elimination of anomalous or obsolete laws and general simplification of Nigerian law. See further the Nigerian Law Reform Act, Cap. N 118, Laws of the Federation of Nigeria 2004.

84 Abubakar Garba ‘Impediment to Effective Enforcement of Insider Trading Regulations in Nigeria’ (2013) 3(1) International Journal of Management 13–14; Olakunle J. Orojo, Company Law and Practice in Nigeria (Lexis Nexis Butterworths 2008) 390–391 where he posits that “the situation under the common law was equally not too different as there was no clear prohibition imposed on the use of inside information except in only cases relating to industrial and trade secret and customers details; See further British Industrial Plastics v Ferguson (1938) 4 All ER 504; Cranleigh Precision Engineering Ltd v Bryant (1965) WLR 1293; Measures Brothers v Measures (1910) Ch. 336; (1910) 2 Ch. 248.

85 Abubakar ‘Impediment to Effective Enforcement of Insider Trading Regulations in Nigeria’ (n 85) 14.

86 Section 315 ISA Ibid defines Securities to mean (x) debentures, stock or bonds issued or proposed to be issued by a government (y) debentures, stock, shares, bonds or notes issued or proposed to be issued by a body corporate; (2) any right or option in respect of any debentures, stocks, shares, bonds or notes; or (xy) commodities, futures, contracts, option and other derivatives; (yz) and the term securities include those securities in the category of the securities listed above which may be transferred by means of any electronic mode approved by the commission and which may be deposited, kept, or stored with any licensed depository or custodian company.

“Dealing in Securities” means (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into – (a) any agreement for or with a view to acquiring, disposing, or subscribing for, or underwriting of securities; or (b) any agreement the purpose or pretended purpose of securing a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities. See Section 315 ISA Ibid “Dealing Member” means a body corporate that is a member of a recognized securities exchange and is licensed to engage in dealing in securities on that exchange. See Section 315 ISA Ibid.

87 In putting this more succinctly, Orojo posits that where a director of a company who is aware that a company is crashing due to some unsuccessful business risks sells his shares, knowing full well that the decision of the board to cut the dividend will be announced in few days, is guilty of insider dealing. See Olakunle J. Orojo, Company Law and Practice in Nigeria (n 84) 319.

88 Barry Rider, Kern Alexander and Lisa Linklater, Market Abuse and Insider Dealing (Butterworths, 2000) 3.

89 Abubakar ‘Impediment to Effective Enforcement of Insider Trading Regulations in Nigeria’ (n 85).

90 United States v Gamuche 156 f. 3d 18 (1st cir. 1888) cited in Abubakar ‘Impediment to Effective Enforcement of Insider Trading Regulations in Nigeria’ (n 85).

91 See SEC v Sargent 229 f. 3d 68, 75 (1st cir. 2000) cited in Abubakar ‘Impediment to Effective Enforcement of Insider Trading Regulations in Nigeria’ (n 85).

92 See Suberu v The State (2009) LPELR – 8716 (CA); See also Section 1 of the Evidence Act 2011; see further Umogbai v Aiyemhoba (2002) 8 NWLR (pt. 770), p. 687 @ 694 para c. Notably, in Obinna Osuoha v State (2010) 16 NWLR (pt. 1219) 364 at 375 the court held that: “circumstantial evidence is proof where direct testimony of of eye witness is not available, the court is permitted to infer from the facts proved the evidence of others that may be logically inferred.” Interestingly and as rightly opined by the Court of Appeal in Nwankwo v FRN (2003) 4 NWLR (pt. 809) 1: “… circumstantial evidence is very often the best evidence. It is evidence of surrounding circusmtances which by undersigned coincidence, is capable of proving a proposition with the accuracy of mathematics. It is no derogation of evidence to say that it is circumstantial; R v Taylor, Weaver and Donovan 21 Cr. App. R20.

93 Joseph Onele “Insider Dealing under Nigerian Law: Any New Lesson?” (2016) 7(2) The Gravitas Review of Business and Property Law, 18–34.

94 Barry A.K Rider, Insider Trading (Jordan and Sons Limited, 1983) 15.

95 No. 135, 1998.

96 No. 19 of 2012, hereinafter referred to as the Financial Market Act, which came into effect on 3rd June 2013.

97 Section 78 and 82 of the Financial Market Act, Ibid.

98 Section 78(1) (b) (i)–(ii) of the Financial Market Act, ibid.

99 Section 78 (2) (a) read with Section 78(3)(a) of the Financial Market Act, ibid.

100 Section 78(2)(b)(i)–(iii) of the Financial Market Act, ibid.

101 Section 78(3)(b) of the Financial Market Act, ibid.

102 Section 78(4)(a) read with Section 77 of the Financial Market Act. Howard ‘Overview of the Market Abuse Regulation Under the Financial Market Act 19 of 2012’ (2014) obiter 254 254–271.

103 Section 78(4) of the Financial Market Act.

104 Section 78(5) of the Financial Market Act, ibid.

105 Ibid; see related comments by Howard ‘Overview of the Market Abuse Regulation Under the Financial Market Act 19 of 2012’ (n 102) at 265–266.

106 Section 78(5) Financial Market Act, ibid.

107 Sections 80 and 81 of the Financial Market Act, ibid.

108 Section 80(1)(a) and (b) read with subsection (2) of the Finanical Market Act, ibid; also see Section 80(3)(a) to (g) read with subsection (4) and (5) of the Financial Market Act ibid and also see R Cassim ‘An Analysis of Market Manipulation under the Securities Services Act 36 of 2004 (Part 1)’ (2008) SA mere LJ 33 at 34–35 and Howard ‘A Historical Overview of the Regulation of Market Abuse in South Africa’ (n 53) 73 at 937–65; Howard ‘The Inherent Challenges. In the South Africa Anti-Market Abuse Enforcement Framework in Relation to Selected Market Abuse Practices that occurred during the Global Financial Crisis’ (n 54) 113–148 and S Luiz ‘The Financial Market Act 19 of 2012 some comments on the Regulation of Market Abuse’ (n 55) 477–491.

109 See further Cassim ‘An Analysis of Market Manipulation under the Securities Services Act 36 of 2004 (Part 1) (n 108) at 33–43 S Luiz ‘The Financial Market Act 19 of 2012 some comments on the Regulation of Market Abuse’ (n 55) at 477–91.

110 Section 80 of the Financial Market Act ibid; see further Howard ‘Overview of the Market Abuse Regulation Under the Financial Market Act 19 of 2012’ (n 102) at 261–263.

111 Section 80 and 81 read with Sections 78 and 82 of the Financial Market Act Ibid; see also Cassim ‘An Analysis of Market Manipulation under the Securities Services Act 36 of 2004 (Part 1)’ (n 108) at 198–1999 and Howard ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’ (n 7) 24–40.

112 Behaviour amounting to insider trading and market abuse in the jurisdiction include: insider dealing with respect to security-based swap agreement; employment of any device; scheme, or artifice to defraud; obtaining money or property by means of any untrue statement of material fact or any omission; making of misleading statements; engaging in fraudulent or deceitful transaction; directly or indirectly using or employing any manipulative or deceptive device; possession and use of material non-public information; directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security, misappropriation of confidential information for securities trading purposes.

113 Odigie ‘A Comparative Analysis of Liability for Insider Trading and Market Abuse in the United Kingdom, United States and Nigeria’(n 7) 667 67, Howard, ‘Unpacking Selected Key Elements of the Insider Trading and Market Manipulation Offences in South Africa’(n 7) 20 34–35.

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Okubor Cecil Nwachukwu

Okubor Cecil Nwachukwu attended Ambrose Ali University, Ekpoma and obtained the following qualifications: LL.B, LL.M, Ph.D, BL and ACTI. Currently, he is a Senior Lecturer at the Faculty of Law, Delta State University. Oleh Campus, Nigeria.