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For each one of the situations described below, explain whether the parties involved have committed insider dealing, and if so whether, according to the Securities
For each one of the situations described below, explain whether the parties involved have committed insider dealing, and if so whether, according to the Securities and Futures Ordinance (SFO), they have any reasonable defense for their actions. 1. Jennifer is the manager of SSL responsible for conducting the negotiations with PSM. Despite her role in and knowledge of the project Jennifer has strong concerns about the merits of the strategic alliance between SSL and PSM. In January 2023, before the announcement of the alliance, she arranged to sell her 0.5% shareholding in SSL directly to her close assistant, Samuel, who is also aware of the negotiation because of his role, but has a more positive view of the alliance. Super Sun Ltd. ("SSL") is a company listed on the Hong Kong Stock Exchange. SSL has been selling traditional light bulbs for many years in Hong Kong. But the business has deteriorated in the last few years. In November 2022, SSL started negotiations with Power Source Manufacturing Ltd. ("PSM"), a non-listed maker of LED bulbs, to form a strategic alliance. If the alliance is confirmed, SSL would become the sole distributor of PSM's LED bulbs in Hong Kong. The directors of SSL believe that such an alliance will improve dramatically SSL's business as they predict high demand for LED bulbs in future. The strategic alliance was confirmed and announced publicly in March 2023. 2. Chris, one of the directors of SSL, is very excited with the business plan so when he is back home, he tells his son, David, who is 3 years old, about the plan. David, when back to his kindergarten, tells what he hears from his father to his teacher, Ellen. Ellen then goes and purchases the shares with her own account before the announcement. 3. Fiona is the owner of a small investment firm with brokerage service. Fiona's investment firm is involved in consultancy service of the SSL strategic alliance plan so Fiona is aware of the plan. Before the alliance was made public, George, one of Fiona's clients, calls Fiona to place order to purchase shares of SSL from the market. Fiona purchases the shares in the market accordingly. Fiona does not know that George is the lawyer of PSM providing legal advice on the
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