Reference no: EM133810297

BACKGROUND FACTS

Assume a jurisdiction that has adopted the Model Business Corporations Act (2016) as its corporation's statute. The Coliseum, Inc., is a publicly held corporation, and is a concert promoter for singers and other entertainers. Jupiter is a director and the chief executive officer of The Coliseum, Inc. #1: Assume that Jupiter tells a reporter that he is not aware of any merger discussions with any company. After Jupiter's statements are reported in the newspaper on December 1, The Coliseum's stock drops $2 per share, from $20 to $18. It so happens that on December 1 the stock value of all concert promoters declines too. Market analysts have become cautious about the industry because of the general economic downturn. They believe that fewer people will pay money to see concerts in the next year or two. A week later, The Coliseum confirms that it has reached a merger deal with The Acropolis. Its stock price rockets to $30 per share. Neptune, a shareholder of The Coliseum, purchased his shares when the shares were $20 and then sold them at $18, after Jupiter denied the merger rumors. If Neptune files a claim against Jupiter and The Coliseum for securities fraud under Rule 10b-5, can he allege facts to meet each element of his cause of action?