Exercise 13.2

Go to www.sec.gov , pull up the latest proxy statement for Tejon Ranch Co. (it will be labeled "DEF 14A"), and answer the following questions (the questions are written as if the meeting already occurred. If it has not, mentally change the verb tenses):

1. What was the date, time, and location of Tejon Ranch's annual meeting of shareholders?

2. What items were up for a vote at the meeting?

3. How did the board recommend shareholders should vote?

4. What are the different ways by which an Tejon Ranch shareholder can vote?

5. How many directors did Tejon Ranch have, and how many of them were up for election?

6. At the end of the filing is a copy of the Annual Meeting Proxy Card. What is the effect of a shareholder signing the card but not filling in any of the boxes?

7. How much did Tejon Ranch's non-employee directors receive in compensation for the applicable year?

8. As far as Tejon Ranch knows, who is its largest shareholder?

9. How much did Tejon Ranch's CEO make for the applicable year?

10. Who was Tejon Ranch's auditor, and how much did Tejon Ranch pay it in audit fees for the year?

11. Assume you own 100 shares of Tejon Ranch's common stock. Would you take the time to read its proxy statement and fill out and send in your proxy card? Exercise 13.3

1. Rob is a sixth- year associate at a big New York City law firm and is on his first date with Amber at a trendy restaurant in SoHo. While sitting at dinner, Rob's cell phone rings. It is Omar, a junior associate at Rob's firm, calling Rob to update him on the Jetix deal. The Jetix deal refers to the acquisition by Makusi Corp. of Jetix Co., a publicly traded company. Rob's firm represents Makusi, and Rob is the point person on the deal. Trying to impress Amber ("Amber, look, I'm a big- shot attorney working on a high- powered deal that you'll soon be reading about in the paper"), Rob purposely mentions to Omar that Makusi will be acquiring Jetix at a substantial premium over the then prevailing market price of Jetix's stock knowing that Amber is listening. Amber calls it a night with Rob following dinner (notwithstanding the phone call, she was not particularly impressed). The next morning, Amber calls her broker and has him buy for her account 1,000 shares of Jetix. Amber also tells her roommate Kathy that Jetix is going to be taken over and that Kathy should buy some of its stock. Kathy immediately calls her broker and instructs him to buy 500 shares of Jetix for her account. That afternoon, Rob treats his dad Rupert to lunch for Rupert's 60th birthday. Rob gives his dad a birthday card in which Rob has written, "A special birthday tip for you buy Jetix stock." Rupert reads the card and then calls his broker and has her buy 3,000 shares of Jetix stock for his account. Three days later, Jetix and Makusi issue a joint press release announcing that Makusi will be acquiring 100 percent of Jetix for $30 per share through a merger of Jetix into a newly created wholly owned subsidiary of Makusi. The price of Jetix promptly rises from $20.00 to $29.50. Are any of the above individuals guilty of illegal insider trading?

2. You are a student at the Rogers College of Law. While flying back to school after spring break, you overhear two strangers discussing the acquisition of Raytheon by Boeing at a 40 percent premium over Raytheon's market price. You go home and Google Raytheon and Boeing and find no mention anywhere of the acquisition. You call your broker and have her buy you 1,000 shares of Raytheon. The deal is announced two days later, and Raytheon's stock price jumps $20. You sell your shares for a quick $20,000 profit. Have you violated the federal prohibition against insider trading?