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Post 1 Insider Trading
Inside trading should not be legalized at all. The general public can believe that the markets are unfair if just a small number of people trade with material nonpublic information. A lack of trust in the financial system could ultimately lead to consumers’ lack of participation in some rigged markets. Insiders with intimate knowledge can avert losses and profit (Cruces & Kawamura, 2007). That removes the risk that investors without secret information face.
Section 4(6) of the SEC’s rules exempts companies from registering with the agency if they sell up to $5 million worth of stock to accredited investors in 12 months. Similarly, non-investment companies can typically have unlimited offerings, but Rule 506 specifies that they cannot be widely publicized. The Reliant Electric Company buys 57 percent of Dakota Company’s stock at a discount to remedy this situation. As a result, Dakota Company is exempt from SEC registration under Section 406 or Rule 506, whichever is applicable (Cruces & Kawamura, 2007).
By sharing information that was generally private to Emerson and not widely available in the public realm, he has violated SEC Rule 10b-5 and Section 10(b) of the Securities Exchange Act of 1934. Emerson claims that the secret information was shared with outsiders (Cruces & Kawamura, 2007).
When Wallace accessed Dale Emerson’s information, he could be held accountable. Insiders traded with outsiders in this case. Wallace invests in the company after learning about it from Dale Emerson. It is possible that Wallace would have been in charge of putting the trip together (Cruces & Kawamura, 2007).
According to the Sarbanes-Oxley Act of 2002, the CEO and CFO must certify the credibility of financial reports. According to the SEC’s standards, the reports might be issued (Cruces & Kawamura, 2007).
Reference
Cruces, J. J., & Kawamura, E. (2007). Insider Trading and Corporate. Investor protection and corporate governance: Firm-level evidence across Latin America, 85.
Post 2 Takeovers
In the corporate world, management can use legal wranglings to keep a company from taking over by another business. Some of these strategies are legitimate and sound investment strategies for the companies involved. However, it may be more difficult for a company that is not in a dominant position to take over its more powerful rivals. For this reason, corporate law should be changed so as not to allow management to fight takeover using most of the current legal methods. This would make it easier for companies that are underdogs to win their fight against another company without having their reputation destroyed in the process.
In this case, Bosentti has the right to buy out Sanchez for the fair value of his stock, and he can force a sale of the business at that value. He also has the right to buy out Sanchez for a fair deal in installments, with interest. Bosetti has a legal and binding contract with Sanchez that can only be terminated if he is willing to pay Sanchez’s share of GVG’s outstanding liabilities. Lastly, Bonetti can sue Jin Li for tortious interference with business relationships under any state law or common law doctrine in Western states (e.g., California, Alaska, Oregon).
In the second question of the case study, the parties could not have used a short-term merger because there are no shares to allocate in a short-form union. A short form is a procedure where one or both of the merging parties has no outstanding shares. This merger would be an issue because they don’t have any extraordinary claims. The best option they could do is use a complete share merger, which would require them to engage in high levels of negotiation that would take forever and probably be futile anyway. I’m not sure what other options they could choose for this situation, so I cannot say for sure if this was the best choice, but it doesn’t seem like it wouldn’t work, at least theoretically speaking on paper.
The term used for Hula’s offer to purchase GVG stock is “An increased bid for shares.” Hula wants to buy all the GVG stock. This is because Hula believes that GVG will increase in value over time and because it is a publicly-traded company, it should be easy for them to get their hands on stock. Instead of just buying one share at first, they offer many claims so they can control the price. If Hula buys up all the stock, they will own the company and become its CEO. This can cause significant complications when setting policy or if Hula decides not to pay dividends anymore. Hula can be held liable because they are the surviving corporation. They will be liable because, under the law of vicarious liability, an employer or principal is responsible for any injury to an employee caused by the employer’s negligence or misconduct.
Post 3 Carrier’s liability
Common carrier refers to a carrier’s liability regarding a person or company that transports goods where they are accountable for any loss that might arise when in transit. The company transporting commodities such as Doty Express could be liable for any damages when transporting the 190-square-foot dome. However, the carrier’s liability law has the exception of limiting the liability if the injury was not caused by the company (Miller, 2021). Therefore, common carriers not being able to limit their liability on such occasions would not be ideal. Real property refers to an immobile possession of items such as land in addition to anything that is grown on it, erected on it, and attached to it, which is inclusive of man-made objects like buildings, fences, sewers, and excluding anything that can be removed from the land without injuring it. On the other hand, personal property refers to a portable possession of an item such as appliances, electronics, and furniture. In this case, I would categorize the dome as personal property because it was mounted on top of the land, and it could also be unmounted if need be without damaging the land.
A causa Mortis gift is applied when a party, aware that their death is approaching, gifts something to the other party. On the other hand, Inter Vivo gift is applied, and the party gifting is still alive even without the notion of death approaching. In this case, Denai’s gift of land to Finney could be termed as inter Vivo since it was gifted while alive without and not because death was looming (Miller, 2021). When Denai agreed to store Finney’s boat in the metal bark, a bailment for the sole benefit of the bailee relationship was conceived since she had full custody of the boat even though it still belonged to Finney. It is because Denai had already offered Finney to live on the corner of her land in exchange for his assistance in woodcutting and tending to her property. The degree of care required is to keep the boat in the same form as when it came in and protect it from damage or theft, which is under the duty of care. Strict liability is the standard of care used by Doty Express in safeguarding the boat. If there is any damage or loss to the dome caused by Doty Express flaws like negligence, they will be liable for the damages caused.
Reference
Miller, R. L. (2021). Business Law Today, Standard: Text & Summarized Cases. Cengage Learning.
Post4 Property Condemnation
The United States Constitution already guarantees the right to private property, which the government should not violate. The federal government must interfere in matters like these to ensure that a local municipality is not usurping power (Miller, 2021). It would also be necessary to check if it is even constitutional for such development projects to happen. Local governments need to generate revenue, which is one way they do this through selling parcels of land for retail or residential development (Miller, 2021|). The United States Constitution does not guarantee an individual the right to own all property outright, so it would be permissible for governments and developers alike to legally seize properties from owners as long as they compensate them adequately for their loss.
The term that suits the right of Roche citizens to walk across Shoepke’s land is an easement. An easement allows one the right to use land owned by another individual. It is an attentiveness to land resulting from a deed. A warranty deed is a type of deed that guarantees the property it describes is free from any liens and encumbrances. A court would typically infer that the following covenants were included in a warranty deed that Shoepke received;
-He shall not sell, encumber, or convey the real estate described therein for the term of one year after the date of sale thereof.
As a result, the grantee warrants and represents to the grantor that he is purchasing this estate free from all liens and encumbrances whatsoever, except such as may be disclosed on an examination of title made by the said grantee or his assigns before closing.
Yes, he can hold Slater financially responsible. Even though a trustworthy person called him and Slater has no responsibility for his trustworthiness, because Indalecio was at the shoepke’s house at the time of the incident, it is clear that his duty lies with both Shoepke and Shane. This is because Indalecio had no authority over what happened while on Shoepke’s property, so if he damaged something there, he should be held accountable by either one of them. It is important to note that he had nothing to do with this event, even if it was clear.
The covenant of quiet enjoyment is a concept in the law that addresses the right to peace and tranquility as provided on certain tenement buildings, including apartment buildings. It protects tenants from being disturbed by noise or disturbances outside their dwellings. For example, if a tenant leaves their bedroom window open to ventilate during the day, they might disturb other tenants trying to sleep in the building. In this case, it would violate Article 14 of The Tenant’s Rights Ordinance for someone else in the building to throw Frisbees over their yard without first asking Mr. Shoepke and receiving consent. Article 14 of the Tenant’s Rights Ordinance states that every tenant has a right to “quiet enjoyment,” which means that no one else in the building is allowed to disturb them or cause outbursts. This is why Mr. Shoepke should be able to sue the teenagers for upsetting him with their Frisbee games and causing explosions. The teenagers were inconsiderate because they should have known better than to disturb someone trying to relax on his porch and read a book, especially on a warm summer day, and their constant Frisbee throws violated Mr. Shoepke privacy.
Reference
Miller, R. L. (2021). Business Law Today, The Essentials: Text and Summarized Cases. Cengage learning.
