Misleading statements under the Financial Services Act 2012
Produced in partnership with Joanna Dimmock, Tom Hickey and Fred Kelly of White & Case LLP
Misleading statements under the Financial Services Act 2012

The following Corporate Crime guidance note Produced in partnership with Joanna Dimmock, Tom Hickey and Fred Kelly of White & Case LLP provides comprehensive and up to date legal information covering:

  • Misleading statements under the Financial Services Act 2012
  • Offences relating to financial services
  • Misleading statements—elements of the offence (the criminal act)
  • Mental element required for the offence of misleading statements
  • Changes with the new offences under section 89
  • Jurisdiction
  • Statutory defences to offence of misleading statements
  • Prosecution of offence of misleading statements
  • Sentencing for offence of misleading statements

Offences relating to financial services

The Financial Services Act 2012 (FSA 2012) created three offences relating to market manipulation where formerly under section 397 of the Financial Services and Markets Act 2000 (FSMA 2000) there were only two offences (misleading statements and misleading practices). Following the commencement of FSA 2012 on 1 April 2013 the section 397 offences were repealed. The new offences created by FSA 2012 are:

  1. making false or misleading statements or dishonestly concealing material facts under FSA 2012, s 89

  2. creating false or misleading impressions under FSA 2012, s 90, and

  3. making false or misleading statements etc in relation to benchmarks under FSA 2012, s 91

This note will cover the offence of misleading statements. See also Practice Notes: Misleading statements etc in relation to benchmarks and Misleading impressions under Financial Services Act 2012.

For information on the previous regime for market manipulation underof FSMA 2000, s 397, see Practice Note: Misleading the market and market manipulation under s 397 FSMA 2000 [Archived].

Misleading statements—elements of the offence (the criminal act)

A person commits a misleading statement offence if he or she makes a statement or conceals the facts with the intention of inducing, or is reckless as to whether making it or concealing them may induce, another person (whether or not the person to whom