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107 Iowa L. Rev. Online 1 (2022)

handle is hein.journals/iowalrb13 and id is 1 raw text is: Why Mixed Motives Shouldn't Really Matter in Insider Trading Law: A Reply to Andrew Verstein's Mixed Motives Insider Trading Zacharyf Gubler* ABSTRACT: In his intriguing article, Mixed Motives Insider Trading, Andrew Verstein argues that an insider trader should only be liable if he is primarily motivated by unlawful information. His argument is creative and ingeniously presented, but in my view, it provides the wrong answer to the wrong question. I. AN INGENIOUS MODEL BUT WITH A POSSIBLE OVERSIGHT................ 2 A. VERSTEIN'S APPROACI: A TOP-DOWN POLICYANALYSIS............... 3 B. A POSSIBLE OvERSIGHT? ........................................................ 6 II. WHERE THE DISAGREEMENT REALLY LIES...................................... 10 A. MYAPPROACH: A BOTTOM-UP APPROACH................................ 10 B. WHEN DOES INSI)ER TRADING VIOLATE FhIUCIARY DUTIES?...... 11 C. WHEN DOES INSI)ER TRADING VIOLATE CONTRACT LAW?.......... 12 D. WinY TilIs BOTTOM-UP APPROACii? ........................................14 E. WIIY VERSEIN REjECTS TIiE BOTTOM-UP APPROACii ................16 III. C O N CLU SIO N .................................................................................. 18 Andrew Verstein's, Mixed Motives Insider Trading,' is a fantastic article. It's smart, well-written, and represents a real contribution to the insider trading literature while at the same time tying that literature to a broader conversation on the proper treatment of mixed motives spanning many different areas of the law. If any aspiring or junior law professor (or anyone, really) is on the lookout for models of excellent legal scholarship, look no further than this article. It's the real McCoy. * Marie Selig Professor of Law, Arizona State University Sandra Day O'Connor College of Law. All errors are mine. 1. Andrew Verstein, Mixed Moiives Insider Trading, lo IOWA L. REv. 1253 (2021). 1

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