What did the Ninth Circuit describe as a “classical” insider trading case and why was the Talbot case not a classical insider trading case?

Business Law

A)

Review the excerpt of the Ninth Circuit Court of Appeals case SEC v. Talbot linked below.  Using the material in the textbook Chapter 42, discuss the following questions fully, identifying issues raised and applicable law.

1.  What did the Ninth Circuit describe as a “classical” insider trading case and why was the Talbot case not a classical insider trading case?

2.  How does the Ninth Circuit describe the “misappropriation” insider trading theory and what is required to establish liability under this theory?

3.  According to the Ninth Circuit, what facts established that Talbot had engaged in insider trading under the misappropriation theory?

B)

Company A and Company B are both California corporations.  Assume that Company A wishes to expand its operations and has identified Company B as a potential target to accomplish its expansion.  The management of Company A is considering two options – the first, a purchase of the assets of Company B, and the second, a merger with Company B.

1.  If Company A chooses the option of purchasing the assets of Company B, what approvals will be required from the directors, shareholders, or both, of Company A and Company B?  What obligation would Company A have for the payment of the liabilities of Company B?

2.  If Company A chooses the option of merging with Company B, what approvals will be required from the directors, shareholders, or both, of Company A and Company B?  What obligation would Company A have for the payment of the liabilities of Company B?

3.  If there is a merger of Company B into Company A, and a few shareholders of Company B oppose the merger, what rights might those shareholders exercise and how would they exercise those rights?

C)Using the material in the textbook Chapter 40 and the California statutes identified below, discuss the following questions fully, identifying issues raised, applicable law, and how the law should be applied to the facts presented.

Review the excerpt of the California Court of Appeals case Bezirdjian v. O’Reilly, reproduced as Extended Case 40.2 in Chapter 40 of the Business Law textbook and answer these questions:

1.  What type of action did Bezirdjian bring and what steps was Bezirdjian required to take with Chevron before filing this action?

2.  What is the Business Judgment Rule and how did the Court apply that rule in the Bezirdjian case?

3.  Although this case involved Delaware law, if California Corporations Code § 309 had applied to this case, would the outcome of the case have been the same?  Why or why not?

 

Each answer will be graded based upon the degree to which you completely and accurately answer the question, identifying the correct facts and applicable rules of law, and using proper sentence structure, grammar, and spelling.  Each answer has a possible 5 points, for a total of 15 possible points.

Answer

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