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SEC Rule 10b-5, codified at 17 CFR 240.10b-5, is one of the most important rules targeting securities fraud in the United States. It was promulgated by the U.S. Securities and Exchange Commission (SEC), pursuant to its authority granted under § 10(b) of the Securities Exchange Act of 1934 . [ 1 ]
The majority of securities fraud claims are brought pursuant to Section 10(b) of the Exchange Act (codified at 15 U.S.C. § 78j), as well as pursuant to SEC Rule 10b-5, which the SEC promulgated under the authority granted to it by Congress under the Exchange Act. Federal securities fraud actions will be referred to as "Rule 10b-5 actions" or ...
Interpretations under rule 10b-5 often deem silence to be fraudulent in certain circumstances. Efforts to comply with Rule 10b-5 and avoid lawsuits under 10b-5 have been responsible for a large amount of corporate disclosure. Due to the frequent use of the 10b-5 rule, codification becomes both efficient and necessary. [11]
Securities Exchange Act of 1934, SEC Rule 10b-5 Basic Inc. v. Levinson , 485 U.S. 224 (1988), was a case in which the Supreme Court of the United States articulated the " fraud-on-the-market theory " as giving rise to a rebuttable presumption of reliance in securities fraud cases.
Though SEC Rule 10b-5 only establishes a private cause of action under federal law for purchaser-seller claims, and that rule uses the same "in connection with" language as SLUSA, the Court ruled that the exclusion of holder claims from Rule 10b-5 was a judicially crafted limitation on private litigation, [5] not an interpretation of its ...
SEC v. Texas Gulf Sulphur Co. [1] is a case from the United States Court of Appeals for the Second Circuit which articulated standards for a number of aspects of insider trading law under Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5.
This distinguished between the primary liability of violators of Rule 10b-5 and non-primary defendants, who had not directly deceived investors. This was a more literal reading than hitherto of Section 10(b) of the Securities Exchange Act of 1934 and the Securities and Exchange Commission 's Rule 10b-5, which prohibit fraud or deceit in ...
Paragraph (b) expressly refers to several types of persons whose misuse of the information would subject them to insider trading liability under Rule 10b-5: (1) "temporary" insiders of an issuer – e.g., outside consultants, such as its attorneys, investment bankers, or accountants;42 and (2) any other person who has expressly agreed to ...