02023
P's Violation of Federal Securities Law
SEC 16(b)
This rule prohibits a director, officer or 10% shareholder of a publicly traded corporation on a national stock exchange or with assets of over $10 million and 500 shareholders from purchasing and selling or selling and purchasing stock of the corporation in less than 6 months.
SEC 10b-5
Use of the instrumentalities of interstate commerce
misrepresentation of a material fact and insider trading
in connection with the purchase and sale of a security
scienter
reliance by the person on the other side
P's Breach of Duty to A and Shareholders
Duty of Care
Business Judgment Rule
Duty of Loyalty
Board's Breach of Duty to A/Shareholders
Duty of Loyalty
Duty of Care