FINRA Series 63 – Uniform Securities Agent State Law — Question 5

Mr. L. Ranger is an agent for a broker-dealer and has overheard "talk" that a merger between two well-known high-tech companies is about to take place. Mr.
Ranger knows that, on average, in these instances the target firm's price spikes. He calls his client and good friend, Mr. Tonto, and tells him of the rumor, suggesting that Tonto might want to buy shares in the target firm. He tells Mr. Tonto that if the rumor isn't true, the target firm's price may not spike at all and may, in fact, decline, and suggests that Mr. Tonto not invest any money he isn't willing to lose. Mr. Ranger knows that his friend likes to gamble, and decided he wouldn't be much of a friend if he didn't inform Tonto of this potential opportunity.
Has Mr. L. Ranger violated any laws or engaged in any prohibited practices?

Answer options

• A. No. Mr. Ranger and Mr. Tonto are friends, so there can be no violations of any laws or practices because of their non-business relationship.
• B. Yes. Mr. Ranger has engaged in fraud in telling Mr. Tonto about the rumor, given that the merger hasn't been officially announced by the two companies.
• C. No. Mr. Ranger has informed Mr. Tonto that the merger is just a rumor and has informed him of the risk involved. Mr. Ranger is knowledgeable about his friend's risk tolerance level as well and recognizes this investment as one his good friend might want to take.
• D. Yes. Mr. Ranger is privy to knowledge that is not available to the general public and both he and Mr. Tonto will be guilty of illegal insider trading if Mr. Tonto trades on Mr. Ranger's information.

Correct answer: C

Explanation

The correct answer is C because Mr. Ranger has clearly stated that the merger is just a rumor and has advised Mr. Tonto about the risks involved. This indicates that he is acting responsibly and does not constitute insider trading, as he is not providing confirmed non-public information. Options A, B, and D misinterpret the nature of the relationship and the legality of sharing rumors with a friend, particularly with due caution expressed.