Singapore legislation
Section 234
Section 234
Civil liability
(1)
A person who has acted in contravention of any of the provisions in this Part (called in this section and sections 235 and 236 the contravening person) is, if the contravening person had gained a profit or avoided a loss as a result of that contravention, whether or not the contravening person had been convicted or had a civil penalty imposed on the contravening person in respect of that contravention, liable to pay compensation to any person (called in this section and sections 235 and 236 the claimant) who —
had been dealing in capital markets products of the same description contemporaneously with the contravention; and
had suffered loss by reason of the difference between —
the price at which the capital markets products were dealt in contemporaneously with the contravention; and
the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if —
in the case where the contravening person had acted in contravention of section 218 or 219, the information mentioned in section 218(1) or (1A) or 219(1) (as the case may be) had been generally available; or
in any other case, the contravention had not occurred.
(1A)
Without affecting subsection (1), the contravening person is, whether or not the contravening person had gained a profit or avoided a loss as a result of that contravention, and whether or not the contravening person had been convicted or had a civil penalty imposed on the contravening person in respect of that contravention, liable to pay compensation to the claimant, if —
the contravening person has contravened section 199, 200 or 201 in connection with any dealing in capital markets products, by —
making, disseminating or publishing any false, misleading or deceptive statement, information, promise or forecast; or
concealing or omitting to state any material fact; and
the claimant —
in reliance on that statement, information, promise or forecast or in ignorance of that concealed or omitted material fact, had (whether contemporaneously with the contravention or otherwise) been dealing in capital markets products of the same description; and
had suffered loss.
(2)
The amount of compensation that the contravening person is liable to pay to the claimant under subsection (1) is the amount of the loss suffered by the claimant referred to in subsection (1)(b), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L, up to the maximum amount recoverable.
(2A)
The amount of compensation that the contravening person is liable to pay to the claimant under subsection (1A) is —
in any case where the claimant had contemporaneously with the contravention been dealing in capital markets products of the same description, and had suffered the loss referred to in subsection (1)(b), any one of the following amounts that is elected by the claimant:
the amount of the loss suffered by the claimant referred to in subsection (1)(b), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L, up to the maximum amount recoverable;
the amount of any loss that reasonably results from the claimant’s reliance on the statement, information, promise or forecast referred to in subsection (1A)(a)(i) or ignorance of the concealed or omitted material fact referred to in subsection (1A)(a)(ii), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L; or
in any other case, the amount of any loss that reasonably results from the claimant’s reliance on the statement, information, promise or forecast referred to in subsection (1A)(a)(i) or ignorance of the concealed or omitted material fact referred to in subsection (1A)(a)(ii), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L.
(3)
Any defence that is available to a person who is prosecuted for a contravention of any provision in this Part, is also available to a defendant to an action under this section in respect of the contravention.
(4)
An action under this section must not be commenced after the expiration of 6 years from the date of completion of the dealing in which the loss occurred.
(5)
For the purposes of this section, in determining whether any dealing in capital markets products took place contemporaneously with the contravention, the court is to take into account the following matters:
the volume of capital markets products of the same description dealt in between the date and time of the contravention, and the date and time of the dealing in capital markets products;
if the contravention was effected by a transaction or transactions involving the dealing in capital markets products, the date on and time at which the transaction or transactions were cleared and settled;
whether the dealing in capital markets products took place before or after the contravention;
in the case of a contravention under section 203, 218 or 219, whether the dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units as defined in section 214(1) (as the case may be) took place before or after the information to which the contravention relates became generally known;
such other factors and developments, whether in Singapore or elsewhere, as the court may consider relevant.
(6)
In this section and section 236, “maximum recoverable amount”, in respect of each contravention by a contravening person means —
the amount of the profit that the contravening person gained; or
the amount of the loss that the contravening person avoided,as a result of the contravention, after deducting all amounts of compensation that the contravening person had previously been ordered by a court to pay, in respect of the same contravention, to other claimants (each being a claimant whose claim is one where the amount of compensation that the contravening person is liable to pay is specified under subsection (2) or (2A)(a)(i)).