Section 139 Investments and Securities Act

Section 139 of the Investments and Securities Act 2025 is about Civil and criminal liability under this Part and authority to award bounty to informant. It is under Part XI (Trading in Securities) of the Act. It provides as follows:

(1) The Commission may proceed against a person who contravenes any provision of this Part by failing, omitting or refusing to file an insider report, fraudulently inducing, rigging, issuing misleading information, or manipulating
the market or by buying, selling, or otherwise dealing, directly or indirectly in the securities of a body corporate while in possession of material, non-public information or communicating such information in connection with a transaction on or through the facilities of a securities exchange or financial market infrastructure or from, or through a broker or dealer.

(2) A person who —
(a) contravenes subsection (1),
(b) had knowledge of the contravention and benefitted from it or failed to report such contravention,
(c) directly or indirectly influenced the person who committed such contravention, or

(d) facilitated any part of the activity which led to the contravention, commits an offence and is liable on conviction, in the case of —
(i) an individual, to a fine of not less than N10,000,000 or an amount equivalent to four times the amount of profit derived or loss avoided in the transaction whichever is higher; and to imprisonment for a term of not less than five years, or
(ii) a body corporate, to a fine of not less than N50,000,000 or an
amount equivalent to four times the amount of profit derived by it or loss avoided in the transaction as a result of such unlawful manipulation, purchase, sale, or communication.

(3) The Commission may in lieu of criminal prosecution of a person who violates any Part of this Act impose a penalty of not less than N20,000,000, or four times the profit gained or loss avoided in the transaction whichever is higher.

(4) In addition to subsection (3), the Commission may suspend or withdraw the registration of such person if the person is a capital market operator, or member of a securities exchange or financial market infrastructure.

(5) There shall be paid from amounts imposed as a penalty under this section and recovered by the Commission, such sums, not more than 10% of such amount as the Commission deems appropriate, to a person who provides information leading to the successful prosecution of the matter or imposition of such penalty.

(6) A person shall not directly or indirectly take reprisal or subject an employee to detriment where the employee has —

(a) sought advice about providing information, expressed an intention to provide information, or provided information to the Commission, a selfregulatory organisation or a law enforcement agency about an act of the person that has occurred, is ongoing or is about to occur, and that the employee reasonably believes is contrary to this Act or the rules and regulations made under it or other regulatory instrument of a financial market infrastructure or self-regulatory organisation; or

(b) in relation to information provided under paragraph (a), cooperated, testified or otherwise assisted in —
(i) an investigation by the Commission, a financial market infrastructure, self- regulatory organisation or a law enforcement agency, or
(ii) a proceeding of the Commission, financial market infrastructure, a self- regulatory organisation, or a judicial proceeding.

(7) For the purposes of subsection (6), a reprisal is any measure taken against an employee that adversely affects his employment and includes —
(a) ending or threatening to end the employee’s employment;
(b) demoting, disciplining, suspending, or threatening to demote, discipline or suspend an employee;

(c) imposing or threatening to impose a penalty related to the employment of the employee,
(d) intimidating or coercing an employee in relation to his employment; or
(e) any other measure detrimental to the employee’s employment.

(8) A provision in an agreement, including a confidentiality agreement, between a person or company and an employee of the person or company is void to the extent that it precludes or purports to preclude the employee from —
(a) providing information prescribed in subsection (6) (a) to the Commission, a self-regulatory organisation or a law enforcement agency; or
(b) in relation to information provided under subsection (6) (a), cooperating, testifying or otherwise assisting, or expressing an intention to cooperate, testify or otherwise assist in —
(i) an investigation by the Commission, a self-regulatory organisation
or a law enforcement agency, or
(ii) a proceeding of the Commission or a self-regulatory organisation,
or a judicial proceeding.

(9) Where a person has directly or indirectly taken a reprisal against an employee or subjected an employee to any detriment in contravention of subsection (6), without limiting the actions the employee may otherwise take, the employee may —
(a) make a complaint to be dealt with by final and binding settlement by arbitration under a collective agreement;
(b) where final and binding settlement by arbitration under a collective agreement is not available, make a complaint to the Commission; or
(c) bring an action before a court of competent jurisdiction.

(10) The Commission, the Tribunal, an arbitrator or the court hearing a complaint or action under subsection (9) may order one or more of the following remedies —
(a) the employee’s reinstatement, with the same seniority status that the employee would have had if the contravention had not occurred; or
(b) payment to the employee of two times the amount of remuneration the employee would have been paid by the employer if the contravention had not taken place between the date of the contravention and the date of the order, and in this subsection, “remuneration” includes all payments, benefits, bonuses, entitlements and allowances.