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The action of insider trading is examined in its legal perspective--namely, as fraud. The proof of insider trading hinges on several factors including the definition of nonpublic information, the action of an insider who is consciously trading or enabling others to trade on inside information, and the breach of fiduciary responsibility. The "test of scienter" requires the deliberate attempt to deceive, manipulate, or defraud. This note examines several court cases in relation to these factors.