one’s ability to acquire information because of his position in the market.”). To reach this conclusion, the high court examined the language and the legislative history of § 10(b) and the SEC’s and federal courts’ interpretations of it. Because the statute was silent and the legislative history provided no guidance as to whether silence constituted a manipulative or deceptive device within the meaning of § 10(b), the Supreme Court turned to case law and found that it supported imposition of liability for fraud “premised upon a duty to disclose arising from a relationship of trust and confidence between parties to a transaction.” 445 U.S. at 226-30, 100 S.Ct. 1108 (emphasis added by the Court), citing and discussing inter alia Cady, Roberts & Co., 40 S.E.C. 907, 1961 WL 60638 (1961) (<HOLDING>); and Affiliated Ute, 406 U.S. at 152-53, 92
holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders holding that a corporate insider must abstain from trading in shares of his own corporation unless he has first disclosed the material information known to him not because of the relationship between the buyer and seller but because of the relationship of trust and confidence between the shareholders and the insider who obtained the confidential information by reason of his position with that corporation that relationship gives rise to a duty to disclose because of the need to prevent the insider from taking unfair advantage of the uninformed minority stockholders holding that the special relationship exception does not apply to the relationship between a student and a school holding that insider trading based on material nonpublic information qualifies as a deceptive device under  10b holding that even where no attorneyclient relationship exists between a shareholder and the corporate attorney this does not necessarily mean that the law firm had no fiduciary duty to the shareholder and observing that instances in which the corporation attorneys stand in a fiduciary relationship to individual shareholders are obviously more likely to arise where the number of shareholders is small in such cases it is not really a matter of the courts piercing the corporate entity