Misleading impressions under the Financial Services Act 2012
Misleading impressions under the Financial Services Act 2012

The following Corporate Crime guidance note provides comprehensive and up to date legal information covering:

  • Misleading impressions under the Financial Services Act 2012
  • Misleading impressions—elements of the offence
  • Changes with the new offence
  • Jurisdiction
  • Statutory defence to misleading impressions
  • Sentencing for offence of misleading impressions

Misleading impressions—elements of the offence

The Financial Services Act 2012 (FSA 2012) creates an offence of misleading impressions where formerly under section 397 of the Financial Services and Markets Act 2000 (FSMA 2000) there was the offence of misleading practices. Section 397 offences are now repealed. For information on the s 397 offences, see Practice Note: Misleading the market and market manipulation under s 397 FSMA 2000 [Archived].

A person commits an offence if he or she does any act or engages in any course of conduct which creates a false or misleading impression as to the market in, or the price of, any relevant investments and he or she intended to do so and:

  1. by creating the impression he or she intends to induce another person to acquire, dispose of, subscribe for or underwrite the investments or to refrain from doing so or to exercise or refrain from exercising any rights conferred by the investments, and/or

  2. he or she knows that the impression is false or misleading or is reckless as to whether it is, and

  3. he or she intends by creating the impression it will result in his or another's gain or a loss to another person

Unlike the third limb of the misleading statements offence under s 89, there is no element of dishonesty in this offence.

An 'investment'