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Okay, then imagine you overhear at a bar. Yes “anyone could have” theoretically, but not actually. In either case, you have material non-public information that your counterparty in the market does not.
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you got that piece of non public information was not because you are an insider. As long as the bar is not exclusive to insider, i don't see any difference
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Isn't it exclusive to people who live in the area of the bar?

What if the bar has a cover charge, so only those who pay get in?

What if the cover charge is $10,000 and the bar is advertised as "the place where public company execs love to come talk to each other about private deals"?

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