Andy, a law clerk at the Meglo law firm, is one of the five stockholders of Combine Corporation and is its vice president. While working at Meglo he learns that Big Corporation intends to make a tender offer for all of the stock of Large Corporation, a publicly-traded corporation. The next day he called Bella, the president and a director of Combine, and told her to have Combine buy some stock in Large Corporation because of a merger. He sounded hurried and said he could not explain more because he was calling from work. Combine did buy 300 shares of Large stock, and sold that stock four months later for a profit of $10,000 when news of the tender from Big Corporation became public.

Hank is also a shareholder in Combine and has called Bella, asking to see Combine's minutes and some accounting papers. When asked why he wanted the material he said he had concerns about whether the directors of Combine breached their fiduciary duties to Combine and whether Combine has done anything illegal. He also said he thought "Andy was an idiot" and wanted to see "if he had done anything wrong."

1. Does Andy have any possible liability under Federal securities laws for advising Combine to purchase stock in Large Corporation? Discuss.
2. Does Combine Corporation have any possible liability under Federal securities laws due to its purchase and/or sale of the Large Corporation stock? Discuss.
3. Does Combine Corporation have to let Hank see the corporate records he has requested? Discuss.