Santo Mining Corp (SANP)

[MisterEnzo]

The courts typically always deem employees as agents of the employer. Here, SANP & Canoe Pool are principle parties. Subsequently their employees are agents to those principal parties.

Per the Restatement of Agency Law, agents owe fiduciary duties to their principal which includes the fiduciary duty of loyalty, duty of non-disclosure, duty to not engage in self-dealing, duty of honesty, etc.

Merger discussions, i.e., SANP & CPA’s letter of intent, fall within the scope of employment and therefore employees are subject to principal-agent fiduciary duties. Breach of these duties may result in binding arbitration per employment agreements or remedy may be sought through the courts.

Nobody is allowed to disclose merger discussions before execution and a press release to the public. Otherwise would be insider trading at the absolute minimum.