Rule 10b-5 (Securities Law Series)

This casebook contains a selection of 246 Federal Court of Appeals decisions that address issues stemming from alleged violations of Rule 10b-5. The selection of decisions spans from 2005 to the date of publication. For each circuit, the cases are listed in the order of frequency of citation. The most cited decisions appear first.

Section 10(b) of the Exchange Act makes it unlawful "[t]o use or employ, in connection with the purchase or sale of any security . . ., any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors." 15 U.S.C. § 78j(b). Rule 10b-5, which was promulgated under § 10(b), provides:

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

(a) To employ any device, scheme, or artifice to defraud,

(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to p.149 make the statements made, in the light of the circumstances under which they were made, not misleading, or

(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

17 C.F.R. § 240.10b-5.
Absolute Activist Value Master Fund Ltd. v. Ficeto, 672 F. 3d 143 (2nd Cir. 2012)