THE ETHICAL DIMENSION There was an important legal distinction in the duties that the defendants owed to Halo and New Empagio. Was there a similar ethical distinction? Explain.

THE LEGAL ENVIRONMENT DIMENSION Why did the court dismiss Halo’s claims?

Halo Technology Holdings, Inc., is a Nevada corporation with its principal place of business in Connecticut. In 2005 and 2006, Halo acquired all of the shares of the entities that became HTH Emp., Inc., known as New Empagio, which was then a wholly owned subsidiary of Halo. Randall Cooper and other former employees of Halo (the Cooper Group) helped manage New Empagio. Halo sought to sell New Empagio to pay off a $20 million loan it had with Fortress Financial Corporation. Halo expected to receive at least $30 million from the sale. Cooper allegedly led potential buyers to believe that he had a right of first refusal, which led potential buyers not to submit bids. The Cooper Group then obtained venture capital financing from the Primus Group to buy New Empagio. The Primus Group entered into a nondisclosure agreement with Halo and gained access to information on New Empagio. Unbeknownst to Halo, members of the Cooper Group provided inside information to the Primus Group and worked to obstruct other potential purchasers. They allegedly created a liquidity crisis at New Empagio, driving down its value. The Primus Group offered $14.5 million for New Empagio, which Halo rejected. Halo was unable to find any other purchasers by the time the Fortress loan came due, so it entered bankruptcy. New Empagio subsequently sold its assets for $16 million and also filed for bankruptcy. Halo filed a suit against Cooper and the Primus Group for breach of contract, interference, civil conspiracy, and violation of the Connecticut Unfair Trade Practices Act (CUTPA). New Empagio later intervened as an additional plaintiff. The defendants filed a motion to dismiss for failure to state a claim.