In Chiarella v. United States, 445 U.S. 222 (1980), the Court reversed an insider trading conviction of a printer who learned inside information about a corporate takeover target and then used that information to purchase securities which increased in value when the takeover attempt became public. The Court held the defendant owed no duty to disclose his knowledge to the owners of the shares of the takeover target from whom he purchased stock since he had no fiduciary or other relationship with them: One who fails to disclose material information prior to the consummation of a transaction commits fraud only when he is under a duty to do so. And the duty to disclose arises when one party has information "that the other party is entitled to know because of a fiduciary or other similar relation of trust and confidence between them" (445 U.S. at 228). The party charged with failing to disclose market information must be under a duty to disclose it. (Id., at 229). Such liability is premised upon a duty to disclose arising from a relationship of trust and confidence between parties to a transaction (Id., at 230). (internal quotations and citations omitted throughout.) The Court held the trial court erred in that case in instructing the jury effectively that "petitioner owed a duty to everyone; to all sellers, indeed, to the market as a whole." Id., at 231. The Supreme Court found that: The element required to make silence fraudulent -- a duty to disclose -- is absent in this case. No duty could arise from petitioner's relationship with the sellers of the target company's securities, for petitioner had no prior dealings with them. He was not their agent, he was not a fiduciary, he was not a person in whom the sellers had placed their trust and confidence. He was, in fact, a complete stranger who dealt with the sellers only through impersonal market transactions. Id., at 232-233.