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