Reference no: EM133479259

Problem

Case

Normin Inc. is a large mining corporation, incorporated under the CBCA, the shares of which are publicly traded and are listed on the Toronto Stock Exchange (TSX). It has recently been conducting extensive exploration on land acquired in the Canadian Arctic.

Late in the afternoon of March 31st, Normin's chief executive officer, Baffin, received a fax from the mineralogist in charge of the explorations. The fax, headed "Highly Confidential," informed Baffin that a giant deposit of tin had been discovered. It appeared that it would be fairly easy to extract and would be extremely profitable.

Baffin at once informed as many of the directors and senior officers as he could contact. After some discussion they agreed to prepare a press release the next morning. However, the following occurred on the evening of March 31st:

I. One of the directors, Banks, telephoned his broker, Charles, and without giving any reason, instructed Charles to buy as many Normin shares on his account as he could, provided the price did not exceed $30 per share. The following morning, Normin shares opened on the exchange at $28.75. Charles bought 10,000 shares for Banks, at prices between $28.75 and $29.50.

II. Another director, Melville, contacted her brother, Parry, and offered to buy his shares in Normin. Parry had acquired the shares some years before, but had since lost interest in the investment and had several times asked Melville if she would like to buy them. Melville offered to pay $29 per share, and Parry accepted and transferred his 15,000 shares to his sister.

III. Hudson, a senior executive of Normin, told his bridge partner, Frobisher, that she should tell no one and buy Normin shares as soon as possible. Frobisher bought 2,000 shares on the exchange the following morning, at $29.25 per share.

IV. At midday on April 1st, the press release was published, giving details of the find. Trading on the exchange became brisk, and by the end of the day the price of Normin shares had reached $47.50.

Provide a case brief that includes the major facts, issue(s), applicable laws, legal principles, reasoning, and conclusion (decision). Make sure to discuss the possible liability of any of the individuals mentioned, and the remedies, if any, that Parry and other shareholders who sold their shares before midday on April 1st might have.