BACKGROUND FACTS: Assume a jurisdiction that has adopted the Model Business Corporations Act (2016) as its corporation's statute. The Coliseum, Inc., is a publicly held corporation, and is a concert promoter for singers and other entertainers. Jupiter is a director and the chief executive officer of The Coliseum, Inc.

#1: Assume that Jupiter tells a reporter that he is not aware of any merger discussions with any company. After Jupiter's statements are reported in the newspaper on December 1, The Coliseum's stock drops $2 per share, from $20 to $18. It so happens that on December 1 the stock value of all concert promoters declines too. Market analysts have become cautious about the industry because of the general economic downturn. They believe that fewer people will pay money to see concerts in the next year or two. A week later, The Coliseum confirms that it has reached a merger deal with The Acropolis. Its stock price rockets to $30 per share. Neptune, a shareholder of The Coliseum, purchased his shares when the shares were $20 and then sold them at $18, after Jupiter denied the merger rumors. If Neptune files a claim against Jupiter and The Coliseum for securities fraud under Rule 10b-5, can he allege facts to meet each element of his cause of action?

#2: Assume the same facts in Question #2. Venus was considering buying The Coliseum's stock, but decided not to buy it when she read Jupiter's statement in the newspaper that no merger discussions were underway. After the truth became known, Venus files a lawsuit for securities fraud under Rule 10b-5, alleging that she would have bought 1000 shares (now worth $30,000) if Jupiter had not lied. Will she prevail in this lawsuit?

#3: The Coliseum is considering acquiring a building from Spartacus. The Coliseum will pay Spartacus 1000 shares for the building. Spartacus tells Jupiter that the building has never had any termite problems. In reliance on this representation, The Coliseum issues 1000 shares to Spartacus and takes title to the building. The Coliseum later learns that Spartacus' representation was a lie. Spartacus was aware of the building's past and present termite problems. Can The Coliseum assert a 10b-5 claim against Spartacus?

Insider Trading

#4 Mercury has booked a flight from LA to NYC. He is going to NYC to sign a deal between The Coliseum and Hera. The deal is still not publicly known. The taxi cab driver overhears Mercury talking about the deal on his cell phone. Immediately after leaving Mercury at LAX, the taxi cab driver calls his broker to purchase shares in The Coliseum. Is he liable under Rule 10b-5 for insider trading?