Companies Act, 1990

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PART V

Insider Dealing

Interpretation.

107.—In this Part, except where the context otherwise requires—

“dealing”, in relation to securities, means (whether as principal or agent) acquiring, disposing of, subscribing for or underwriting the securities, or making or offering to make, or inducing or attempting to induce a person to make or to offer to make, an agreement—

(a) for or relating to acquiring, disposing of, subscribing for or underwriting the securities; or

(b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;

“director” includes a shadow director within the meaning of section 27 ;

“officer”, in relation to a company, includes—

(a) a director, secretary or employee;

(b) a liquidator;

(c) any person administering a compromise or arrangement made between the company and its creditors;

(d) an examiner;

(e) an auditor; and

(f) a receiver;

“public office” means an office or employment which is remunerated out of the Central Fund or out of moneys provided by the Oireachtas or money raised by local taxation or charges, or an appointment to or employment under any commission, committee, tribunal, board or body established by the Government or any Minister of the Government or by or under any statutory authority;

“recognised stock exchange” includes, in particular, any exchange prescribed by the Minister which provides facilities for the buying and selling of rights or obligations to acquire stock;

“related company”, in relation to a company, means any body corporate which is the company's subsidiary or holding company, or a subsidiary of the company's holding company;

“relevant authority”, in relation to a recognised stock exchange, means—

(i) its board of directors, committee of management or other management body, or

(ii) its manager, however described;

“securities” means—

(a) shares, debentures or other debt securities issued or proposed to be issued, whether in the State or otherwise, and for which dealing facilities are, or are to be, provided by a recognised stock exchange;

(b) any right, option or obligation in respect of any such shares, debentures or other debt securities referred to in paragraph (a);

(c) any right, option or obligation in respect of any index relating to any such shares, debentures or other debt securities referred to in paragraph (a); or

(d) such interests as may be prescribed;

“underwrite” includes sub-underwrite.