I'm going to jail or getting fined. I don't think the Tipper/Tippee theory can apply to Darla. There is not a breach of duty and there is no exchange of personal benefit for her to get the information. I don't think she is liable. The key is that she does not have a confidentiality duty to the company. Darla doesn't steal the information. She just overhears it, she can't help it, and so she doesn't misappropriate it. She doesn't bribe anybody for the information. I don't think either theory would apply to make her liable. You stated that she traded on it for personal gain. You mention two cornerstones of misappropriation theory. That is a good thing about your whole answer actually. You also specifically mention the tests that the two theories must
I'm going to jail or getting fined. I don't think the Tipper/Tippee theory can apply to Darla. There is not a breach of duty and there is no exchange of personal benefit for her to get the information. I don't think she is liable. The key is that she does not have a confidentiality duty to the company. Darla doesn't steal the information. She just overhears it, she can't help it, and so she doesn't misappropriate it. She doesn't bribe anybody for the information. I don't think either theory would apply to make her liable. You stated that she traded on it for personal gain. You mention two cornerstones of misappropriation theory. That is a good thing about your whole answer actually. You also specifically mention the tests that the two theories must