s 359 Reference to conduct
(1) A reference to engaging in conduct is a reference to the doing or refusing to do any act, including the making of an agreement or the giving of effect to a provision of an agreement. (2) Where, in a proceeding under Part VI in respect of conduct engaged in by an issuer, it is necessary to establish the state of mind of the issuer, it shall be sufficient to show that a director, employee or agent of the issuer, being a director, employee or agent by whom the conduct was engaged in within the scope of the director’s, employee’s or agent’s actual or apparent authority, had that state of mind. (3) Conduct engaged in on behalf of an issuer— (a) by a director, employee or agent of the issuer within the scope of the director’s, employee’s or agent’s actual or apparent authority; or (b) by any other person at the direction or with the consent or agreement (whether express or implied) of a director, employee or agent of the issuer, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the director, employee or agent, shall be deemed to have been engaged in by the issuer. (4) Where, in a proceeding under Part VI in respect of conduct engaged in by a person other than an issuer, it is necessary to establish the state of mind of the person, it shall be sufficient to show that an employee or agent of the person, being an employee or agent by whom the conduct was engaged in within the scope of the employee’s or agent’s actual or apparent authority, had that state of mind. (5) Conduct engaged in on behalf of a person other than an issuer— (a) by an employee or agent of the person within the scope of the actual or apparent authority of the employee or agent; or (b) by any other person at the direction or with the consent or agreement (whether express or implied) of an employee or agent of a person other than the issuer (the first-mentioned person), where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the employee or agent, VKDOO EH GHHPHG WR KDYH EHHQ HQJDJHG LQ DOVR E\ WKH ÀUVWPHQWLRQHG person.