...Commission relied upon two factors to impose a duty to disclose on corporate insiders: (1) "... access ... to information intended to be available only for a...purpose and not for the personal benefit of anyone" (emphasis added) ; and (2) the unfairness inherent in trading on such information when it is inaccessible...

...obligation to make such disclosure — rests on two principal elements : First, the existence of a relation giving access, directly or Indirectly, to information...available only for a corporate purpose and not for personal benefit of anyone, and second, the inherent unfairness involved where a party takes advantage...

...Analytically, the obligation [traditionally required of corporate insiders] rests on two principal elements: first, the existence of a relationship giving access,...indirectly, to information intended to be available for a corporate purpose and not for the personal benefit of anyone, and second, the inherent unfairness...

...the Cady. Roberts case, held, in effect, that any person who had a relationship with a corporation giving access directly or indirectly to information...purpose and not for the personal benefit of anyone, could not trade on the basis of such information if it was material, and applied this rule to a brokerage...

...the Cody. Roberts case, held, in effect, that any person who had a relationship with a corporation giving access directly or indirectly to information...purpose and not for the personal benefit of anyone, could not trade on the basis of such information if it was material, and applied this rule to a brokerage...

...affairs . . ." The Commission's opinion in Cady. Roberts left open the question of the nature of the "relationship giving access, directly or indirectly,...intended to be available only for a corporate purpose." In Cady, Roberts, the person held to be an insider who violated the rule was a partner in a brokerage...

...; first, the erista of a relationship giving access, directly or indirectly, to information intend to be available only for a corporate purpose and not for the personal bendtt anyone, and second, the inherent unfairness involved where a party til advantage of such Information...

...as earnings figures or new products — which is confidential information intended to be availabie only for a corporate purpose and not for the personal benefit of anyone. "Outside" or "market" information is information — such as the fact that a takeover is planned —...

...inside-trading case this fraud derives from the "inherent unfairness involved where one takes advantage" of "information intended to be available only for a corporate...purpose and not for the personal benefit of anyone." In re Merrill Lynch, Pierce, Fenner & Smith, Inc. , 43 SEC 933, 936 (1968). Thus, an insider will be...

...or Indirectly, Co Información Incended Co be available only for a corporace purpose and noe for ehe personal benefit of anyone, and second, the Inherent...unfairness Involved where a party takes advantage of such Información knowing 1C la unavailable Co chose with whom he Is dealing. SO/ The SEC rejected ehe broker's...