Question
Joe is a close friend of Stan. Stan is a member of the Board of Directors of Medco Inc., a publicly-traded corporation which has just
Joe is a close friend of Stan. Stan is a member of the Board of Directors of Medco Inc., a publicly-traded corporation which has just completed promising clinical trials of an experimental vaccination against a novel virus. Under which scenario may Joe be criminally liable under Section 10(b) of the 1934 Securities Act?
Question 23 options:
| On the afternoon of the day that Medco publicly announced in the early morning the promising results, Stan telephones Joe to encourage him immediately to invest all the cash he can raise in Medco stock before its price inevitably skyrockets; in reliance upon that advice, Joe invests much more than he had originally planned to in Medco stock. |
| Prior to any release of information to the public, Stan tells Joe about the successful tests of the new vaccine, and advises him to buy as much Medco stock as he can before the relevant information becomes public; acting on that advice, Joe buys 10,000 shares of Medco the next day. |
| During a friendly meeting over lunch, Stan mentions that his company is developing a new vaccine which might be game changing, and that tests so far had yielded encouraging results. That Medco was working on the vaccine was public knowledge, but the test results at that point were not. A month later, Medco publicly announces the positive test results. Relying partially on the press release, but mostly on the confidence expressed by Stan in the future prospects of the vaccine, Joe liquidates his entire IRA and reinvests it in Medco shares. |
| All three scenarios involve illegal insider trading by Joe as a "tippee" who traded on material nonpublic confidential information given to him by a company insider who owed a fiduciary duty to the company. |
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