Can y'all please answer it in the simplest way!!

1. Explain the differences between and among the Dirks, Newman, and Salman cases

CASE 18.3 U.S. v. Salman 792 F3d 1087 (9th Cir. 2015) cert. granted, 136 S.Ct. 899 (2016). My Brother - The Keeper of Inside Information den FACTS In 2002, Maher Kara joined Citigroup's health care investment banking group. Over the next few years, Maher began to discuss aspects of his job with his older brother, Mounir ("Michael") Kara Maher began to suspect that Michael was trading on the information they discussed, although Michael initially denied it. As time wore on, Michael became more brazen and more persistent in his requests for inside information, and Maher knowingly obliged. From late 2004 through early 2007, Maher regularly disclosed to Michael infor mation about upcoming mergers and acquisitions of and by Citigroup clients. In 2003, Maher Kara became engaged to Salman's sister, Saswan ("Suzie") Salman. Salman and Michael Kara became fast friends. In the fall of 2004, Michael began to share with Salman the inside information that he had learned from Maher, encouraging Salman to "mirror-imagle]" his trading activity. Rather than trade through his own brokerage account, however, Salman arranged to deposit money, via a series of transfers through other accounts, into a brokerage account held jointly in the name of his wife's sister and her hus band, Karim Bayyouk. Salman then shared the inside information with Bayyouk, and the two split the profits from Bayyouk's trading. From 2004 to 2007, Bayyouk and Michael Kara executed nearly identical trades in securities issued by Citigroup clients shortly before the announcement of major transactions. As a result of these trades, Salman and Bayyouk's account grew from $396,000 to approximately $2.1 million The government presented evidence that Salman knew full well that Maher Kara was the source of the information. Michael Kara (who pled guilty and testified for the government) testified that, early in the scheme, Salman asked where the information was coming from, and Michael told him, directly, that it came from Maher. Michael further testified about an incident that occurred around the time of Maher and Suzie's wedding in 2005. According to Michael Kara, on that visit, Michael noticed that there were many papers relating to their stock trading strewn about Sal- man's office. Michael became angry and admonished Salman that he had to be careful with the information because it was coming from Maher. Michael testified that Salman agreed that they had to "protect" Maher and promised to shred all of the papers. Maher and Michael Kara enjoyed a dose and mutually beneficial relationship. Michael helped pay for Maher's college. Maher, for his part, testified that he "love[d] This] brother very much and that he gave Michael the inside information in order to "benefit him" and to "fulfill(whatever needs he had. For example, Maher testified that on one occa- sion, he received a call from Michael asking for a "favor," requesting "information, and explaining that he "owe[aj somebody." After Michael turned down Maher's offer of money, Maher gave him a tip about an upcoming acquisition instead. Michael gave a toast at Maher's wedding, which Salman attended, in which Michael described how he spoke to his younger brother nearly every day and described Maher as his "mentor," his "private coun- sel," and "one of the most generous human beings he knows." Maher, overcome with emotion, began to weep The jury found Salman guilty on all five counts of insider trading. Salman appealed. JUDICIAL OPINION RAKOFF, Senior District Judge Salman urges us to adopt U.S. t Nam, 773 F30438 (2nd Cir. 2014), cert. denied, 136 SAL. 242 (2015) as the law of this Circuit, and contends that, under Nam, the evidence was insufficient to find either that Maher Kara disclosed the information to Michael Kara in exchange for a personal benefit, or, if he did, that Sal- man knew of such benefit. The "personal benefit" requirement for tippee liability derives from the Supreme Court's opinion in Dirks . S.E.C., 463 US. 616, 103 S.Ct. 3255, 77 L.Ed.2d 911 (1983). Dirks presented an unusual fact patter. Ronald Secrist, a whistleblower at a company called Equity Funding, had contacted Raymond Dirks, a well-known securities analyst, after Secrist's prior dis- closures to the Securities and Exchange Commission ("SEC") had gone for naught. Secrist, for no other purpose than exposing the Equity Funding fraud, disclosed inside information about the company to can be no question that, under Dirks, the evidence was Dirks, who in tum launched his own investigation sufficient for the jury to find that Maher disclosed the that eventually led to public exposure of a massive information in breach of his fiduciary duties and that fraud. However, in the process of his investigation, Salman knew as much. Dirks openly discussed the information provided by Salman argues that the Second Circuit in Newman Secrist with various clients and investors, some of interpreted Dirks to require more than this. Of course, whom then sold their Equity Funding stock on the Newman is not binding on us.... But we would not basis of that information. Upon learning this, the SEC lightly ignore the most recent ruling of our sister circuit charged Dirks with securities fraud, and this position in an area of law that it has frequently encountered. was upheld by an SEC Administrative Law Judge The defendants in Newman, Todd Newman and and affirmed by the District of Columbia Circuit, after Anthony Chiasson, both portfolio managers, were which certionari was granted. charged with trading on material non-public infor- When the case came to the Supreme Court, the mation regarding two companies, Dell and NVIDIA, Court, began by noting that, whistleblowing quite obtained by a group of analysts at various hedge aside, corporate insiders, in the many conversations funds and investment firms. The information came to they typically have with stock analysts, often acciden- them via two distinct tipping chains. The Dell tipping tally or mistakenly disclose material information that chain originated with Rob Ray, a member of Dell's is not immediately available to the public. Thus, "til investor relations department. Ray tipped information mposing a duty to disclose or abstain solely because a regarding Dell's earnings numbers to Sandy Goyal, person knowingly receives material nonpublic infor- an analyst. Goyal, in turn, relayed the information to mation from an insider and trades on it could have Jesse Tortora, another analyst, who relayed it to his an inhibiting influence on the role of market analysts, manager, Newman, as well as to other analysts includ which the SEC itself recognizes is necessary to the ing Spyridon Adondakis, who passed it to Chiasson preservation of a healthy market." At the same time, Id. The NVIDIA tipping chain began with Chris Choi, the Court continued, "[t]he need for a ban on some of NVIDIA's finance unit, who tipped inside informa- tippee trading is clear. Not only are insiders forbidden tion to his acquaintance Hyung Lim, who passed it to by their fiduciary relationship from personally using Danny Kuo, an analyst, who circulated it to his analyst undisclosed corporate information to their advantage, friends, including Tortora and Adondakis, who in turn but they may not give such information to an outsider gave it to Newman and Chiasson. Having received this for the same improper purpose of exploiting the infor information, Newman and Chiasson executed trades in mation for their personal gain." both Dell and NVIDIA stock, generating lavish profits "Thus, the test is whether the insider personally for their respective funds. will benefit, directly or indirectly, from his disclosure." The Second Circuit held that this evidence was for in that case the insider is breaching his fiduciary insufficient to establish that either Ray or Choi received duty to the company's shareholders not to exploit.com a personal benefit in exchange for the tip. It noted that, pany information for his personal benefit. And a tippee although the personal benefit" standard is "permis is equally liable if "the tippee knows or should know sive," it does not suggest that the Government may that there has been such a breach," ie, knows of the prove the receipt of a personal benefit by the mere personal benefit fact of a friendship, particularly of a casual or social The last-quoted holding of Dirks governs this nature." Instead, to the extent that a personal benefit case. Maher's disclosure of confidential information may be inferred from a personal relationship between to Michael, knowing that he intended to trade on it, the tipper and tippee,... such an inference is imper- was precisely the "gift of confidential information to a missible in the absence of proof of a meaningfully trading relative that Dirks envisioned. Indeed, Maher dose personal relationship that generates an exchange himself testified that, by providing Michael with inside that is objective, consequential, and represents at least information, he intended to "benefit" his brother and a potential gain of a pecuniary or similarly valuable to "fulfill I whatever needs he had." As to Salman's nature" knowledge, Michael Kara... testified that he directly Salman reads Newman to hold that evidence of a told Salman that it was Michael's brother Maher who friendship or familial relationship between tipper and was, repeatedly, leaking the inside information that tippee, standing alone, is insufficient to demonstrate Michael then conveyed to Salman. Given the Kara that the tipper received a benefit. In particular, he brothers' close relationship, Salman could readily have focuses on the language indicating that the exchange inferred Maher's intent to benefit Michael. Thus, there of information must include "at least a potential gain of a pecuniary or similarly valuable nature," which he reads as referring to the benefit received by the tipper. Salman argues that because there is no evidence that Maher received any such tangible benefit in exchange for the inside information, or that Salman knew of any such benefit, the Government failed to carry its burden. To the extent Newman can be read to go so far, we decline to follow it. Doing so would require us to depart from the clear holding of Dirks that the element of breach of fiduciary duty is met where an "insider makes a gift of confidential information to a trading relative or friend." In our case, the Government presented direct evidence that the disclosure was intended as a gift of market-sensitive information Specifically, Maher Kara testified that he disclosed the material nonpublic infor- mation for the purpose of benefitting and providing for his brother Michael. Thus, the evidence that Maher Kara breached his fiduciary duties could not have been more clear, and the fact that the disclosed informa- tion was market-sensitive and therefore within the reach of the securities laws. If Salman's theory were accepted and this evidence found to be insufficient, then a corporate insider or other person in possession of confidential and proprietary information would be free to disclose that information to her relatives, and they would be free to trade on it, provided only that she asked for no tangible compensation in return. Proof that the insider disclosed material nonpublic infor- mation with the intent to benefit a trading relative or friend is sufficient to establish the breach of fiduciary duty element of insider trading [W]e find that the evidence was more than suf- ficient for a rational jury to find both that the inside information was disclosed in breach of a fiduciary duty, and that Salman knew of that breach at the time he traded on it Affirmed CASE QUESTIONS 1. Explain the differences between and among the Dirks, Newman, and Salman cases. 2. List the elements the court requires for proof of insider trading. 3. What should those who have inside information learn from this decision