essa was an Asian-American female over age 40, who walked with a cane due to the polio she suffered as a child. She was a Vice President at XYZ Corporation a restaurant chain that was headquartered in Los Angeles, California and incorporated in Delaware as a "C" corporation. Jessa's job duties included visiting a variety of restaurant locations to check on customer satisfaction of the various customers. Her job required Jessa to stand for extended periods of time and to travel long distances in her car to visit the various locations, all of which caused her physical discomfort.

XYZ has been a publicly traded company since its initial public offering ("IPO") threeyears ago. XYZ's stock price has steadily increased since its IPO and the financialperformance of XYZ has been strong.Two weeks ago, however, Jessa was alone withthe CEO of XYZ, Bill Snerdly, who advised Jessathat XYZ's major supplier of low costbeef for their restaurants,Jurasic,will be terminating XYZ's contract and will be supplying an XYZ competitor, ABC. It will be difficult if not impossible for XYZ tolocate another supplier like Jurasic and it is a certainty that this termination will be verydisruptive to XYZ's meat choices on its menu, which constitute over 50% of its revenues.Coincidently, XYZ was scheduled to file its 10-K two days after it learned that Jurasicwas going to terminate its agreement with XYZ.XYZ made no mention of thetermination of the Jurasic contract in its 10-K nor in any later SEC filings.

In the meantime, and following Jurasic's notice to XYZ, Snerdly started selling massiveamounts of his shares in XYZ.Jessa started selling her stock as well, though in smalldenominations.

Just today, Jessa was terminated from her VP position. The reason she was given was"poor performance" even though all of her performance reviews were excellent.Shocked with the news, and when she pressed XYZ further, she was told by Snerdly that the restaurant business was dominated by men and that the VP role like hers was reallybetter suited for a man and that if that job were to go to a women "she better show someleg" and certainly "no one would be interested to see the legs of an old hag like you".Furthermore, Snerdly added that "no one likes to hang out with older folks, it's a realdowner to be around people like you."

Using IRAC, describe the rights, obligations and liabilities of Jessa, Snerdly,and XYZ shareholders.