Jabil Circuit, Inc., is a publicly traded electronics and technology company headquartered in St. Petersburg, Florida. In
Question:
Jabil Circuit, Inc., is a publicly traded electronics and technology company headquartered in St. Petersburg, Florida. In 2008, a group of shareholders who had owned Jabil stock from 2001 to 2007 sued the company and its auditors, directors, and officers for insider trading. Stock options were a part of Jabil’s compensation for executives. In some situations, stock options were backdated to a point in time when the stock price was lower, making the options worth more to certain company executives. Backdating is legal as long as it is reported, but Jabil did not report the fact that backdating had occurred. Thus, expenses were understated and net income was overstated by millions of dollars. The shareholders claimed that by rigging the value of the stock options by backdating, the executives had engaged in insider trading and that there had been a general practice among the executives of selling stock before unfavorable news about the company was reported to the public. The shareholders, however, had no specific information about these stock trades or about when (or even if) a particular executive was aware of any accounting errors during the time of any backdating purchases. Were the shareholders’ allegations sufficient to assert that insider trading had occurred under SEC Rule 10b-5? Why or why not? [Edward J. Goodman Life Income Trust v. Jabil Circuit, Inc., 594 F.3d 783 (11th Cir. 2010)]
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Business Law Text and Cases
ISBN: 978-1111929954
12th Edition
Authors: Kenneth W. Clarkson, Roger LeRoy Miller, Frank B. Cross