sale of a security and in violation of SEC rules. 15 U.S.C. § 78j(b). Rule 10(b)(5) implements § 1 0(b) by prohibiting, among other things, “engaging] in any act ... which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.” 17 C.F.R. § 240.10b-5(c). And Rule 10b5-l, adopted in 2000, specifically codifies the longstanding principle that insider trading — i.e., buying or selling stock on the basis of material, nonpublic information about that stock “in breach of a duty of trust or confidence” owed to the issuer, its shareholders, or the source of the information — is a “manipulative and deceptive device” prohibited by § 10(b) and Rule 10b-5. 17 C.F.R. § 240.10b5-1(a); see also O’Hagan, 521 U.S. at 652, 117 S.Ct. 2199 (<HOLDING>). Further, Congress created an express private
holding that insider trading based on material nonpublic information qualifies as a deceptive device under  10b 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 a private plaintiff is not entitled to maintain an aiding and abetting action under  10b or rule 10b  5 holding that secretly using misappropriated confidential information for trading purposes to be  10b violation holding that such information is not material under securities law