The Model Code—share dealings provisions [Archived]
The Model Code—share dealings provisions [Archived]

The following Share Incentives guidance note provides comprehensive and up to date legal information covering:

  • The Model Code—share dealings provisions [Archived]
  • Application of the Model Code—Stated position as at 2 July 2016
  • Nature of the restriction and definitions explained—Stated position as at 2 July 2016
  • Basic prohibition on dealing and clearances—Stated position as at 2 July 2016
  • Exceptions to the Model Code provisions—Stated position as at 2 July 2016
  • Notification of dealings—Stated position as at 2 July 2016

ARCHIVED: This archived Practice Note provides background reading on the Model Code and is for background purposes only. The Model Code was deleted by the FCA as a consequence of the implementation of Regulation (EU) 596/2014, Market Abuse Regulation. The Chartered Governance Institute (formerly know as ICSA), the GC100, the QCA and other market participants published a guidance note and various specimen dealing codes to be used by listed and quoted companies from 3 July 2016. See Market Abuse Regulation (MAR) Dealing code and policy documents on the Chartered Governance Institute website.

This practice note explains the application of the Model Code to share incentives issues and scenarios. The purpose of the Model Code was to prevent manipulation of the market in a company’s shares by restricting the time at which defined individuals (predominantly directors and senior executives of a listed company) could deal in securities of that listed company. Listed companies were required to either adopt the Model Code or impose more rigorous dealing obligations than the Model Code required.

Although it has now been deleted from the Listing Rules, the Model Code was originally set out in Annex 1 to Listing Rule 9. The remainder of this note sets out the main provisions that applied under the Model Code. It therefore states the legal position that applied up to 3 July