Question
Jenny Wang is a bio-medical engineer who has obtained confidential information about a revolutionary new medical product that is being developed by a privately-owned company
Jenny Wang is a bio-medical engineer who has obtained confidential information about a revolutionary new medical product that is being developed by a privately-owned company called Revco Inc. ("Revco").This information, once made public, will cause a dramatic increase in the value of Revco's common shares.Scientific testing on the new product is near completion, results-to-date regarding application modalities are significantly more promising than initially anticipated, and patent applications are about to be filed by Revco in Canada and internationally.
Jenny has obtained this confidential information while being retained to provide strategic product development advice to Revco in connection with the upcoming launch of its new product.Initially, Jenny was to be remunerated for her services by way of a lump-sum cash payment.However, Jenny has now asked Revco to issue her common shares in lieu of her cash payment and, in light of cash-flow problems being experienced by Revco at this stage in its development, Revco's board of directors has agreed to do so.At the time of this agreement, Revco's directors were aware that the
company's product testing was almost complete, and that the patent applications were pending, but they had not been fully apprised of the degree or scope of the product's pre-launch testing successes.For purposes of receiving the common shares, Jenny has formed a new private company called Jenco Corp. ("Jenco"), of which she is the sole shareholder and director. The Revco common shares are then issued to Jenco in an amount and at a valuation based on information known to the Revco board at the time of issuance.When the news about Revco's new medical product is made public, the value of Revco's common shares increases dramatically (to an extent that was not contemplated by Revco's board at the time of the share issuance).
A lawsuit is then commenced against Jenny by the other common shareholders of Revco.Jenny claims that the gain on the Revco shares has been made by Jenco, and not by herself, and that Jenco is a separate legal entity.Further, she claims that no appreciable losses have been suffered by the other shareholders of Revco as a result of the share issuance.
Will Jenny's defence claims be successful?Are there any other parties that should be named in this lawsuit?What will the outcome of the lawsuit be?Please explain, with reference to relevant corporate law principles and applicable statutory provisions.
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