A funeral service apprentice is assisting in preparing a pro…
Questions
A funerаl service аpprentice is аssisting in preparing a prоtective metal casket fоr a service. The funeral directоr instructs the apprentice to make sure the sealing feature is working properly. The apprentice is unsure where the rubber gasket is supposed to rest.
Premier Cоrpоrаtiоn (“Premier”) is а publicly trаded corporation and that manufacturers electronics. Premier retained the firm Dewey Knowles Law (“DKL”) to represent its interests in a potential merger with Tandy, Inc. (“Tandy”), an overseas electronics manufacturer and competitor of Premier in an effort to expand its stake in the global market. In connection with its due diligence investigation of Tandy, Premier also retained a reputable accounting firm, Delta Accounting & Associates (“DAA”) to review Tandy’s books and records. DKL and DAA worked closely together on their joint client’s behalf and took precautions to protect the confidentiality of Premier’s merger negotiations which have not been disclosed to the public. Several weeks into Premier’s investigation of Tandy, the partners at DKL held a partnership meeting to discuss the status of their ongoing matters. At the meeting, the DKL partners who were working on the merger negotiations discussed its status and forecast where they anticipated the negotiations to go. A partner from DAA, Destiny, spoke at the meeting at DKL to provide DKL’s partners with the financial portion of the update. Following the meeting at DKL, two DKL partners, Delilah and Dante, purchased shares of Premier stock, believing the merger was likely to be consummated and the value of Premier would substantially increase. Before doing so, however, Delilah had disclosed her intentions to Dante, who agreed it seemed like a good investment and thus made his purchase. Destiny also purchased shares of Premier stock, but did so the day before her presentation at the DKL meeting and did not disclose her intentions to anyone before making her purchase. The merger was eventually consummated several months later, and the value of Premier’s stock rose substantially. Thereafter, Delilah, Dante, and Destiny each independently sold their recently acquired Premier stock for a sizeable profit. The Securities and Exchange Commission (“SEC”) investigated these transactions by Delilah, Dante, and Destiny and has now indicted each of them for securities fraud. Discuss the SEC’s case against Delilah and Dante, including any defenses they might argue. (50 points) Discuss the SEC’s case against Destiny, including any defenses she might argue. (50 points)