Singapore legislation
Section 236D
Section 236D
Civil liability of corporation for contravention by employee or officer
(1)
A defendant corporation which has gained a profit or avoided a loss as a result of the contravention of a provision in this Part by the contravening person referred to in section 236B(1) or 236C(1) is, whether or not it had been convicted or had a civil penalty imposed on it, liable to pay compensation to any person (called in this section the claimant) who ––
had been dealing in capital markets products of the same description contemporaneously with the contravention by the contravening person; 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 by the contravening person; 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 any case where the contravening person had acted in contravention of section 218 or 219, the information referred to in section 218(1) or 219(1) (as the case may be) had been generally available; or
in any other case, the contravention by the contravening person had not occurred.
(2)
The amount of compensation that the defendant corporation is liable to pay to the claimant under subsection (1) is the amount of the loss suffered by the claimant, after deducting any amount of compensation paid or payable —
by the contravening person under an order of court or an agreement to pay; or
under an order for disgorgement under section 236L,to the same claimant in respect of the same contravention, up to the maximum recoverable amount.
(3)
Any defence that would be available to —
the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or
the defendant corporation if it were prosecuted under section 236B(1) or had an action brought against it under section 236C(2),is also available to the defendant corporation in an action under this section in respect of that contravention.
(4)
An action under this section must not be commenced after the expiration of 6 years from the date of completion of the contemporaneous dealing in which the loss occurred.
(5)
In determining whether the dealing took place contemporaneously with the contravention by the contravening person, the court is to take into account the matters set out in section 234(5).
(6)
In this section, “maximum recoverable amount” means —
the amount of profit that the defendant corporation gained; or
the amount of the loss that it avoided,as a result of the contravention by the contravening person, after deducting all amounts of compensation that the defendant corporation had previously been ordered by a court to pay to other claimants under this section in respect of the same contravention.