2 pages/≈550 words
blaw assignment: Business law Assignment (Case Study Sample)
here is the case please answer the 3 questions. Trans-National Airlines (TNA) was one of the oldest American-flag airline companies. It flew many domestic and international routes. During 2006 and 2007 the price of its common stock averaged $10 per share. In 2008, as a result of a financial crisis, bookings on flights fell off drastically. TNA was especially vulnerable to this development, and the price of its shares fell to $4. Hawke was a Wall Street financier with a reputation as a "takeover artist". Since he believed that in the long run TNA could become profitable, he decided to take it over while the price was low. On 1 April 2010 he contacted Johnson (the CEO of TNA) to discuss "an extremely important matter". At the meeting (held on 3 April 2010) he proposed a "friendly takeover" in which Hawke Investment Corp. would acquire all of TNA at a price of $8 per share. He also stated that if this offer were rejected he intended to launch a hostile tender offer so that he could take control of the company. Johnson promised to give him an answer after consulting with the TNA board. The board met on 5 April 2010 and, at Johnson's urging, decided to fight the takeover. These meetings were kept secret. Susan was Johnson's executive secretary. She had attended the TNA board meeting. On 6 April 2010 she called her former boyfriend Robert, who owned 5000 shares of TNA stock. She told him that "TNA is going down the tubes – it is headed for bankruptcy" but that for "old time's sake" she would buy his stock for $2 per share. Since he was in financial trouble, he sold her the shares that night at a price of $2 per share. Angela was a TNA director. She did not buy or sell any stock, but she did phone her friend Foster on 7 April 2010 to tell him about Hawke's plans. Foster then bought 10,000 shares from Howard at a price of $4 each. On 10 April 2010 Hawke announced a tender offer for 51% of TNA's stock at $8 per share. The next day the market price rose to $7. Leo was an attorney who worked for the firm that represented Hawke. He was assigned to prepare the legal paperwork for the tender offer; he knew all details concerning the attempt by Hawke to acquire control of TNA. On 9 April 2010 Leo purchased TNA stock through Larry, his broker at Big Time Securities. Leo told Larry about the upcoming attempt by Hawke to take control of TNA. Larry also purchased TNA stock on 9 April 2010. On 12 April 2010 both Leo and Larry sold their TNA stock. Leo made a profit of $500,000 from his purchase and sale; Larry made a profit of $100,000. Anova was a director of TNA; she attended the Board meeting on April 5, 2006. She had purchased 10,000 shares of TNA stock on June 25, 2006 at a price of $10 per share. On 30 December 2009 Anova purchased 1000 additional shares of TNA stock at a price of $4 per share. On 12 April 2010 Anova sold 5000 shares of TNA stock at a price of $8 per share. (a) Robert and Howard were very angry that they had sold at such a low price. Could either of them bring any successful lawsuits to recover any compensation for having missed out on the increase in the price of TNA shares after they had sold their stock? Explain. (b) The SEC during an investigation learned of the purchases of TNA stock made by Larry and Leo. Could it successfully bring a lawsuit requiring either of them to pay any damages in connection with their purchase of TNA shares? Explain. (c) TNA demanded that Anova turn over to TNA all of the profit that she had realized by selling shares of TNA stock on 12 April 2010. How much – if anything – will Anova be required to pay to TNA in connection with her sale of TNA stock on 12 April 2010? source..
Business law Assignment Name: Course title: Instructor: Institution: Date Due: Robert and Howard were very angry that they had sold at such a low price. Could either of them bring any successful lawsuits to recover any compensation for having missed out on the increase in the price of TNA shares after they had sold their stock? Explain. Yes, Robert and Howard have a right to instigate lawsuits to TNA for compensation for missing out on the increase in the price of TNA shares. The United States Security Exchange Act of 1934 requires that, companies impose registration and reporting when the securities are traded at the secondary markets, and also to control all the parties involved. The provision for security laws with regard to civil liability are concerned with registration and disclosure requirements, in addition to a set directed at curbing manipulative practices. In this case, Robert and Howard were urged by the directors to sell them their shares while they had full knowledge of the anticipated market control by Hawke. Moreover, in urging these investors to sell them shares at low price, it implies that they had an interest of making a profit. The company did not disclose to its investors on what it intended to do as per the United States Exchange act. The SEA prohibits this kind of deceptions by company officials to investors for their own interests. This will therefore, constitute a basis under which...
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