Financial Markets Conduct Act 2013

Dealing in financial products on markets - Insider trading - When prohibition on insider conduct does not apply

254: Exceptions for schemes of arrangement approved under Companies Act 1993

You could also call this:

"Companies rearranging under the Companies Act don't have to follow some financial rules when trading shares."

Illustration for Financial Markets Conduct Act 2013

If you are involved in a company that is rearranging its structure under Part 15 of the Companies Act 1993, you do not have to follow section 241 of the Financial Markets Conduct Act 2013 when you trade as a result of this rearrangement. You can trade without worrying about section 241 if the rearrangement is approved under the Companies Act 1993. The directors of the company can also give you advice about what to do with your shares.

If the company's directors give you advice about trading or holding your shares, section 243 of the Financial Markets Conduct Act 2013 does not apply to this advice. This means the directors can tell you what they think you should do with your shares. They can do this as long as the advice is about the rearrangement approved under Part 15 of the Companies Act 1993 and it is given to you as a shareholder.

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This page was last updated on 15 July 2025

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM4091347.

Topics:

Money and consumer rights > Banking and loansBusiness > Industry rulesBusiness > Fair trading

253: Exceptions from sections 242 and 243 for takeovers, or

"Some rules don't apply when companies are taking over other companies."

255: Exception for redemption of managed investment products, or

"Some investment rules don't apply when you sell back your investment at its true value."

Part 5Dealing in financial products on markets
Insider trading: When prohibition on insider conduct does not apply

254Exceptions for schemes of arrangement approved under Companies Act 1993

Section 241 does not apply to trading that results from an arrangement approved under Part 15 of the Companies Act 1993.
Section 243 does not apply to advice or encouragement by the directors of a company that is the subject of an arrangement approved, or a proposed arrangement to be approved, under Part 15 of the Companies Act 1993, to the extent that the advice or encouragement is given to the company's shareholders and relates to those shareholders trading or holding their shares.