Answer must be in IRAC format

Grand Metropolitan PLC (Grant Met) planned to make a tender offer as part of an attempted takeover of the Pillsbury Company. Grant Met hired Robert Falbo an independent contractor to complete electrical work as part of security renovations to its offices to prevent leaks of information concerning the planned tender offer. Falbo was given a master key to access the executive offices. When an executive secretary told Falbo that a takeover was brewing he used his key to access the offices and eavesdrop on conversations to learn that Pillsbury was the target. Falbo bought thousands of shares of Pillsbury stock for less that $40 per share. Within two months, Grant met made an offer for all outstanding Pillsbury stock at $60 per share and ultimately paid up to $66 per share. Falbo made over $165,000 in profit. The Securities and Exchange Commission (SEC) filed a suit in federal district court against Falbo and others. Under what theory might Falbo be liable? (SEC v Falbo, 4 F. Supp. 2d 508 (S>D>N>Y> 1998)