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Goodwin v. Agassiz

  • Insider trading - methods 
    • trading on nonpublic information 
    • insider trading by fiduciary 
    • outsider trading 
    • trading on good/bad news 
  • State fiduciary law 
    • majority rule: no duty to abstain from trading on public markets 
    • "special facts" doctrine:   abstain or disclose 
      • face-to-face transaction 
      • high materiality 
    • corporate recovery 
      • corporate loss? 
      • remedy:  windfall or uncompensated loss?

Daily Thoughts

Even More Things You Really Don't Need To Know:

  • The ant always falls over on its right side when intoxicated.
  • The cruise liner, Queen Elizabeth 2, moves only six inches for each gallon of diesel that it burns.
  • The electric chair was invented by a dentist.
  • The human heart creates enough pressure when it pumps out to the body to squirt blood 30 feet.
  • The male praying mantis cannot copulate while its head is attached to its body. The female initiates sex by ripping the male's head off.
  • The name Wendy was made up for the book 'Peter Pan'.  The strongest muscle in the body is the tongue.
  • The words racecar and kayak are the same whether they are read left to right or right to left.
  • Women blink nearly twice as much as men. (guess they miss more...)
  • You are more likely to be killed by a Champagne cork than by a poisonous spider.

Problems

Robert is the president of Highland Meadows, Inc., a resort development in the piedmont of North Carolina. The company, formed with capital from a number of wealthy investors, owns a 2,000 acre track in the middle of nowhere.  One day Robert learns that the state transportation department is planning a four-lane highway that will cut within one mile of Highland Meadows.  The land will quintuple in value!  Robert asks his friend Fred to approach Irma, the investment consultant of Victoria, one of the wealthy investors who owns shares in Highland Meadows, and ask Irma if she would suggest to Victoria that Victoria sell.  Victoria sells, not knowing that Robert is the indirect buyer.

Party A (Victoria) Argue that Robert has violated his state fiduciary duties to Victoria.

Party B (Robert) Argue that Robert has not violated his state fiduciary duties to Victoria.

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