Under section 177(14)(a) of the Companies Act, 2019 (Act 992) “insider dealing” means buying or selling securities in a company by persons who have access to non-public information about the company.

Section 177 of the Act restrains fraudulent persons from managing companies:

1. Where, (a) a person is convicted, whether in the Republic or elsewhere, of
   (i) an offence involving fraud or dishonesty,
   (ii) an offence in connection with the promotion, formation or management of a body corporate,
   (iii) an offence involving insider dealing…

A person involved in insider dealing or insider information, under Section 177(14)(a), clearly qualifies as a fraudulent person to be restrained from managing a company.

In the present case, Adjo as the director of Boxo Company Ltd stands in a fiduciary relationship to the company and must be seen to be expressing utmost good faith in her dealings with the company.

Adjo, as a director of Boxo Company Ltd, commits insider dealing, which is a criminal conduct by the definition given under the Act. She is thus categorized under fraudulent persons restrained under managing companies. She also violates the inherent fiduciary rule as the director of the company. She further stands automatically disqualified as a director of the company.

Michael is not a senior executive of the company but a friend. Michael may be an accomplice to the criminal act of insider dealing.