Fact Pattern 21-1 In 2005, Bettina Opened Bettina Brownies in a Shopping Mall

Fact Pattern 21-1
In 2005, Bettina opened Bettina Brownies in a shopping mall. The brownies were a hit and soon Bettina was operating shops in several malls in Illinois. By 2012 she had expanded operations to Indiana and she decided that it was time to finance expansion through the equity markets. With an investment banker, she prepared for the initial offering of Bettina Brownies. She sold 50,000 shares of stock at $10 a share.
Expansion continued. Keebler determined that Bettina was a well-run company with an attractive financial position. It began secret negotiations with Bettina to buy her interest in the business. News of the negotiations leaked. Mr. Little, CEO of Keebler, denied that they were pursuing a deal with Bettina. A month later Bettina sold her share of the business to Keebler.
Shortly before Bettina sold her interest to Keebler, Joe Kelso, a carpet cleaner was working at Bettina office when he overheard discussion of the sale to Keebler. Joe bought a large number of shares in Bettina. After the Keebler sale was completed, Joe sold his stock for a substantial profit.
-Refer to Fact Pattern 21-1. If Joe is prosecuted for insider trading, the SEC will need to prove that he had a fiduciary duty to not use the information he heard at Bettina offices. Which case will Joe be most likely to rely upon to prove that he was simply a lucky outsider who did not have a fiduciary duty to not use the information he acquired?

A) Chiarella v. United States
B) U.S. v. Johnson
C) SEC v. Ginsburg
D) SEC v. Howey
E) SEC v. Levine

Correct Answer:

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