Hafiz sells 40,000 Teras Bhd shares on Bursa Securities while, by prior arrangement, his wife buys the same 40,000 shares through another PO at the same price. How does CMSA s.175 treat the trade?
A spouse is a person associated with Hafiz (s.3(1)(a)), and under s.175(5) a sale does not change beneficial ownership if an associate of the seller has an interest in the shares afterwards. Section 175(3)(a) deems a transaction with no change in beneficial ownership to create a false or misleading appearance of active trading. The only escape is the s.175(4) defence: Hafiz must establish that creating a false appearance was not his purpose and that he did not act recklessly. Separate legal title does not matter once the associate rule applies. No proof that anyone was induced is needed for the deeming provision. Knowing about a family member's order is not inside information about the company. Source: CMSA 2007 ss.3(1)(a), 175(3)(a), 175(4), 175(5) (as at October 2026).
Candidates treat a sale to a spouse as a genuine change of ownership and miss the associate rule in s.175(5).
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