In February 1998, Robert Phansalkar, a Wall Street executive, joined a small merchant banking firm, Anderson Weinroth & Company (AWC). During his tenure, AWC sold Phansalkar more than 600,000 shares of its client, Millennium Cell, as part of an initial public offering. Phansalkar also represented AWC on the board of directors of several client companies, including Osicom Technologies, a public company, and Zip Global Network, a privately held company based in India.

Both Osicom and Zip granted Phansalkar stock options. As required, Osicom described the stock options in a filing with the Securities and Exchange Commission, but privately held Zip was not required to make a public filing.

In June 2000, Phansalkar left AWC to become president of Osicom. In September 2000, AWC filed a lawsuit against Phansalkar, claiming that he had failed to disclose the stock options he received while he was AWC's representative on the Osicom and Zip boards. A month later, Phansalkar filed a counterclaim, arguing that AWC had illegally converted his Millennium shares, worth $4.4 million, so that they would become AWC property. Did Phansalkar have a legal or ethical obligation to disclose his stock option grants to AWC? If so, on what basis?