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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Tipper/Tippee Liability

What about liability for insider trading in situations where the trading doesn't involve an insider? The knottiest of these problems involve situations where insiders have tipped outsiders who then trade.

Tipping is a direct challenge to the classical insider trading doctrine and requires some development of the law. Because the recipient of inside information does not have a fiduciary duty to the shareholders or the corporation, classical insider trading theory does not extend to recipients of inside information. Courts have responded to these situations by finding ways to extend liability to recipients of inside information, "tippees". Because courts built tippee liability for insider trading on an ediface of fiduciary duty, the reach of liability can at times be limited.

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