Part X Enforcement of Fair Dealing by Directors
Share dealings by directors and their families
C1328 Extension of s. 324 to spouses and children.
1
For the purposes of section 324—
a
an interest of the wife or husband of a director of a company (not being herself or himself a director of it) in shares or debentures is to be treated as the director’s interest; and
b
the same applies to an interest of an infant son or infant daughter of a director of a company (not being himself or herself a director of it) in shares or debentures.
2
For those purposes—
a
a contract, assignment or right of subscription entered into, exercised or made by, or a grant made to, the wife or husband of a director of a company (not being herself or himself a director of it) is to be treated as having been entered into, exercised or made by, or (as the case may be) as having been made to, the director; and
b
the same applies to a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, an infant son or infant daughter of a director of a company (not being himself or herself a director of it).
3
A director of a company is under obligation to notify the company in writing of the occurrence while he or she is a director, of either of the following events, namely—
a
the grant by the company to his (her) spouse, or to his or her infant son or infant daughter, of a right to subscribe for shares in, or debentures of, the company; and
b
the exercise by his (her) spouse or by his or her infant son or infant daughter of such a right granted by the company to the wife, husband, son or daughter.
4
In a notice given to the company under subsection (3) there shall be stated—
a
in the case of the grant of a right, the like information as is required by section 324 to be stated by the director on the grant to him by another body corporate of a right to subscribe for shares in, or debentures of, that other body corporate; and
b
in the case of the exercise of a right, the like information as is required by that section to be stated by the director on the exercise of a right granted to him by another body corporate to subscribe for shares in, or debentures of, that other body corporate.
5
An obligation imposed by subsection (3) on a director must be fulfilled by him before the end of 5 days beginning with the day following that on which the occurrence of the event giving rise to it comes to his knowledge; but in reckoning that period of days there is disregarded any Saturday or Sunday, and any day which is a bank holiday in any part of Great Britain.
6
A person who—
a
fails to fulfil, within the proper period, an obligation to which he is subject under subsection (3), or
b
in purported fulfilment of such an obligation, makes to a company a statement which he knows to be false, or recklessly makes to a company a statement which is false,
is guilty of an offence and liable to imprisonment or a fine, or both.
7
The rules set out in Part I of Schedule 13 have effect for the interpretation of, and otherwise in relation to, subsections (1) and (2); and subsections (5), (6) and (8) of section 324 apply with any requisite modification.
8
In this section, “son” includes step-son, “daughter” includes step-daughter, and “infant” means, in relation to Scotland, F1 person under the age of 18 years.
9
For purposes of section 325, an obligation imposed on a director by this section is to be treated as if imposed by section 324.