Corporate insiders, Decio, Kaufman, and Mandell (Ds) made a profit off of trading their corporate stock (Skyline) based on inside information. Their sales were in excess of $10 million and with their knowledge that Skyline was overstating its earnings. Freeman (P) claims that the insiders owed strict fiduciary duties to shareholders and gained a profit by virtue of their official positions. P also claimed that besides the sales they gifted over $4 million while knowing that earnings would decline. P claims that the insiders should be disgorged and that they should return the profits to shareholders. Both P and D agreed that there was no Indiana precedent regarding this issue. P wants the courts to adopt the Diamond holding to resolve this matter. The district court held that P failed to state a cause of action. P appealed.

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