The Supreme Court of the United States has held that before a third party inherits a duty to disclose material non-public information or refrain from trading, an insider must first breach a specific fiduciary duty.
Dirks v. Securities and Exchange Commission, 103 S. Ct. 3255 (1983).
Joseph L. Luvara,
Securities Exchange Act of 1934 - SEC Rule 10B-5 - Insider Duty - Third Party Duty,
Duq. L. Rev.
Available at: https://dsc.duq.edu/dlr/vol23/iss2/10