10b-5 is aimed at curbing deciet rather than mere unfairness there is a duty to disclose only where the person with the inside information has a fiduciary relationship with the issuer of the securities (such as director, officer, manager, or those in confidential relationship with the company (banker, lawyer, accountant)) in an action brought by the government a person can be liable for trading on inside information from any source; the missappropriation need not breach a duty NO duty to disclose when a person inadvertently stumbles across the information There is a safe harbor for forward looking statements.