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Special Committee on the Companies (No. 2) Bill, 1987 debate -
Tuesday, 5 Dec 1989

SECTION 29.

Question proposed: "That section 29 stand part of the Bill."

The purpose of this section is to ban speculative dealing in the shares of quoted companies by people in possession of inside information. The section makes it an offence for a director to buy options in listed shares, or debentures, of a company of which he is a director, or of related companies. Specifically, a director who buys a right to call for delivery or a right to make delivery or, at his election, a right either to call for or to make delivery at a specified price and within a specified time of a specified number of listed shares or debentures of his company commits an offence.

There is an important distinction to be made here. The section does not apply to a director buying a right to subscribe for shares or debentures, not does it apply to the buying of debentures which carry a right to subscribe for or convert into shares — the terms of options such as these are clearly a matter for the company — what is being tackled here is speculative dealing in options. By virtue of section 26, the prohibition on speculative dealing in options will also apply to shadow directors and section 30 following extends the prohibition also to such dealings by spouses and children of directors.

This is the first debate I have addressed where the Minister of State was carrying legislation through and I want to put on record the fact that I congratulate him on his appointment as Minister of State at the Department of Industry and Commerce. On section 29, basically, as the Minister of State said, it is designed to prevent directors of a company purchasing options to call for delivery of shares at a specified price and within a specified time. Most people who are familiar with companies, are also familiar with options and we know what an option is, generally speaking. I am a little concerned about the actual definition in the section, how the term is defined in the section.

The section prohibits a right to call for delivery at a specified price and within a specified time of a specified number of shares. I am just wondering if somebody could get around that provision by purchasing what would not, in effect, be a right to call for delivery at a specified price, but the right to call for delivery within a specified price range. What we are talking about is a situation where you have the right to purchase, within a specified time, the rights, say, to purchase 10,000 shares at a pound apiece. If you were to draw the option in such a way that you would have the right to purchase 10,000 shares at not less than 99p and not more than a pound and two pence, you could also make the same point in relation to the number. You could buy not more and not less than two specified numbers. In so far as time is concerned, you could draw the options so that you would be given the right to purchase not within a specified time but after a specified time.

Deputy O'Dea has made an interesting contribution to this section. I certainly will have this matter looked at before the Report Stage in order that we can fully assess the Deputy's contribution which is quite relevant to the point and it is certainly worth looking at before the Final Stage of the Bill.

On this section, I have just noticed an error in subsection (2) (b) and I would like to be able to come back on Report Stage to rectify it. Subsection (2) (a), at lines 40 and 41 on page 31, refers to shares for which dealing facilities are provided by a recognised stock exchange. Subsection (2) (b) is intended to be a mirror image of (2) (a), as far as debentures are concerned, but I notice that the wording is not quite the same. Accordingly, I would like, with the permission of the members, to table an amendment for Report Stage to align the wording properly.

Question put and agreed to.
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