Go back and re-read my post. I pointed out that Phil had to act on ‘knowingly illegal information’ for it to be a crime. If I overhead someone on an airplane talking about about a company being purchased, I can legally act on that unless I ‘know’ that the person is illegally providing inside information.
If Icahn is providing him information about a company he is purchasing, then Phil would be ‘knowingly’ acting on insider information.
Maybe we are splitting hairs. I’m in the securities business and if I were on that airplane and heard a company was going to make a tender offer, I wouldn’t dare make that trade. I think it depends on what he heard. The term tender to me clearly indicates something others don’t know and I believe it to be illegal to act on an overheard conversation where a tender offer is being discussed.