Matthew Martoma (defendant) was an investment manager. Two companies were conducting clinical trials on a drug designed to treat Alzheimer’s disease. Dr. Sidney Gilman worked on the trials. Gilman had a fiduciary duty to keep the results of the trials confidential. Martoma consulted with Gilman about Alzheimer’s disease, generally, to gain a knowledge of the subject matter surrounding the drug trials. Martoma paid Gilman for each consultation. During the consultations Gilman provided Martoma with inside, confidential information about the results of the trials. Martoma traded on this information. The United States (plaintiff) charged Martoma with insider trading. The district court instructed the jury that it could find that Gilman personally benefitted from his tip if Gilman tipped Martoma in order to develop a friendship. The district court convicted Martoma. Martoma appealed.