Note: / This thesis is a critical analysis of the law relating to insider trading in three common law countries. Chapter One, addresses the merits and demerits of the regulation of insider trading and presents a review of the academic literature relating to this field. In Chapters Two, Three and Four, the law ofinsider trading in the United States, Canada and the United Kingdom is analysed and discussed on a comparative basis. Each of these chapters is in two sections. The tirst section describes the regulatory system and institutions, and the second section discusses the regulation of insider trading, highlighting the critical elements ofthis type ofregulation, such as the definition of an 'insider' and the scope of 'inside infonnation'. It concludes with a broad discussion of the differing approaches ofthese countries to insider trading. Cette thèse est un analyse critique du délit d'initiés dans trois pays 'common law'. / Dans le premier chapitre, on discute les avantages et les inconvénients de la réglementation du délit d'initiés et la littérature academique rélatif à ce sujet. Dans les Deuxième, Troisième et Quatrième Chapitres on analyse et compare le droit concernant le délit d'initiés dans les Etats-Unis, le Canada et le Royaume-Uni. Chacun de ces chapitres comprend deux parties. La première partie décrit le système réglementaire et les institutions. La deuxième partie discute le droit du délit d'initiés et les éléments critiques de ce droit (par exemple, le définition d'initié et d'information privilegiée). La Conclusion discute les approches différents de ces trois pays quant au délit d'initiés.

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The recent upsurge in the number of take-over bids in British Columbia and in England has revealed several problems of control. These resulted in legislation in British Columbia and a system of voluntary self-control by the institutions involved in England. The object of this paper is to examine the adequacy of control in some important aspects of take-over bids. As a background to discussion, two bids which disturbed the financial and legal communities in England are described. Some of the problems which were illustrated during the course of these bids are isolated and examined. These include the directors' powers when reacting to a take-over offer, disclosure of information, equality of treatment for shareholders, the role of financial advisers, and the position of minority shareholders after the completion of a bid. It will be seen that two different methods of control operate in British Columbia and in England. In British Columbia, the Securities Act 1967 contains provisions relevant to take-overs, and is administered by the Securities Commission. In England the situation is more complex. Legislative provisions are contained in the Licensed Dealers (Conduct of Business) Rules, but more significant control is exercised by the Take-over Panel who administer the City Code on Take-overs and Mergers, 1969, a voluntary system of self-control. In both jurisdictions the common law plays an important role. The strengths and weaknesses of the two systems and their effect on the problems under discussion are noted. The Securities Commission has wide investigatory and legal powers, but the rules are somewhat inflexible and as the Commission is understaffed it cannot give the attention necessary to problems which may arise. The Take-over Code contains excellent rules, which may be easily adjusted to take account of changes in commercial circumstances, but the Panel suffers from a lack of legal powers. It is discovered that shareholders in each jurisdiction have common problems of access to information and enforcement of the rules. In those areas in which the common law is the controlling influence, there is uncertainty as to the rights of shareholders and the extent to which they may be affected by a resolution of the company in general meeting. It is suggested that the problems which are revealed by an examination of recent bids can best be approached through a procedure which combines the best and eliminates the worst facets of the present systems in British Columbia and in England. It is therefore recommended that a Take-over Commission be established in each jurisdiction under the Securities Act and the Companies Act respectively, having supervisory, investigatory and legal powers. Flexibility is maintained by enabling a committee of experts to draw up and continually revise the rules pertaining to take-overs. / Law, Peter A. Allard School of / Graduate

The Companies Act of 71 of 2008 makes a number of important changes to the rules relating to capital maintenance. In line with the objectives of the Companies Act of 71 of 2008, section 44 of the Act has removed the prohibition on the provision of financial assistance by a company which was contained under the previous section 38 of the Companies Act 61 of 1973. Despite the repeal of the prohibition, a transaction which involves the provision of financial assistance by a company for the acquisition of or subscription of its own securities still needs to be effected in accordance with the requirements and conditions that are provided under the Act and Memorandum of Incorporation. To explore the new developments, within this study, the provision of financial assistance in terms of section 44 of the Companies Act of 2008 is, therefore, analysed in detail. On the other hand, the UK Companies Act of 2006 repealed the prohibition on the giving of financial assistance by private companies in most circumstances. It, however, retained the prohibition to public companies only because of the requirements of the Second Company Law Directive (77/91/EEC). This study also explores the rules of financial assistance by a company under the UK Companies Acts in detail. Though the source of financial assistance by a company both in South Africa and in English Company laws is rooted in the English decision of the Trevor v Whitworth case, currently these countries have adopted what is deemed appropriate and significant in their own countries. This study, therefore, examines and compares the rules governing the provision of financial assistance by a company in the company laws of these two countries. / Mercantile Law / LL.M. (Commercial law)

The Companies Act of 71 of 2008 makes a number of important changes to the rules relating to capital maintenance. In line with the objectives of the Companies Act of 71 of 2008, section 44 of the Act has removed the prohibition on the provision of financial assistance by a company which was contained under the previous section 38 of the Companies Act 61 of 1973. Despite the repeal of the prohibition, a transaction which involves the provision of financial assistance by a company for the acquisition of or subscription of its own securities still needs to be effected in accordance with the requirements and conditions that are provided under the Act and Memorandum of Incorporation. To explore the new developments, within this study, the provision of financial assistance in terms of section 44 of the Companies Act of 2008 is, therefore, analysed in detail. On the other hand, the UK Companies Act of 2006 repealed the prohibition on the giving of financial assistance by private companies in most circumstances. It, however, retained the prohibition to public companies only because of the requirements of the Second Company Law Directive (77/91/EEC). This study also explores the rules of financial assistance by a company under the UK Companies Acts in detail. Though the source of financial assistance by a company both in South Africa and in English Company laws is rooted in the English decision of the Trevor v Whitworth case, currently these countries have adopted what is deemed appropriate and significant in their own countries. This study, therefore, examines and compares the rules governing the provision of financial assistance by a company in the company laws of these two countries. / Mercantile Law / LL.M. (Commercial law)