Carl, a credit officer for U Bank, evaluates and approves extensions of credit to bank clients. He has access to nonpublic information about clients earnings, performance, acquisitions, and business plans. U Bank caters to a very wealthy clientele and Carl frequently travels to meet potential clients for lunch dates at fancy restaurants.

Carl contracts privately with Rubin, an independent accountant, to sell securities based on bank client information. Rubin believes Carl is very smart and has a nose for business.

Rubin trades securities of more than 10 different companies and both men profit more than $5 million over five years.

On the way to a business meeting with a potential new bank client, Carl stops at Rubins house to discuss business dealings and have a few drinks. Carl leaves Rubins house drunk and is killed when his car strikes a tree. Carls family sues U Bank for Carls death.

Rubin, discovering the investment scheme perpetrated by Carl, sues U Bank when he is arrested for violation of the Securities Exchange Act of 1934.