Grok suggests this is illegal5 Nov 2025 11:53
A shareholder owns 51% of a company listed on the AIM. Over the past few weeks, it has purposely depressed the share price, and now the company has announced it will launch a share buyback scheme for 49% of the company at a 10% premium to the artificially depressed share price. Is this legal?
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No, this scheme is highly unlikely to be legal under UK law, primarily due to the deliberate depression of the share price, which constitutes market manipulation—a serious breach of the UK's Market Abuse Regulation (UK MAR). Even if the buyback itself complies with procedural rules, basing it on an artificially low price would likely render the entire transaction unfair and potentially challengeable as a breach of directors' fiduciary duties.Key Legal IssuesMarket Manipulation (Depressing the Share Price):Under UK MAR (retained EU law post-Brexit), market manipulation includes any transaction or order that gives false or misleading signals about the supply, demand, or price of a financial instrument, or secures an illegitimate advantage. Intentionally depressing a share price through actions like coordinated selling, spreading negative rumors, or artificial trading to create downward pressure falls squarely into this category. This is a civil offence, with attempted manipulation also prohibited, and can escalate to criminal charges under sections 89-91 of the Financial Services and Markets Act 2012 (FSMA 2012).
For AIM-listed companies (which are regulated markets under FCA oversight), the same rules apply—no lighter touch for AIM despite its focus on smaller growth companies. The FCA actively monitors for such abuse using tools like abnormal trading volume analysis and suspicious transaction reports (STORs). Consequences include unlimited fines, injunctions, trading bans, or up to 10 years' imprisonment for criminal cases.
Evidence of intent (e.g., patterns of trading over "the past few weeks") would be key; if proven, it could invalidate any subsequent buyback pricing.