THIS CASEBOOK contains a selection of U. S. Court of Appeals decisions that analyze, interpret and apply Rule 10b-5, promulgated by the Securities and Exchange Commission pursuant to its authority granted under § 10(b) of the Securities Exchange Act of 1934. The selection of decisions spans from 2015 to the date of publication.
Section 10(b) of the Securities Exchange Act provides a right of action to purchasers or sellers of securities. 15 U.S.C. § 78j(b). It forbids the "use or employ, in connection with the purchase or sale of any security ... [of] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe as necessary or appropriate in the public interest or for the protection of investors." Id. This section is implemented through Rule 10b-5, which proscribes, among other things, "the making of any 'untrue statement of material fact' or the omission of any material fact 'necessary in order to make the statements made ... not misleading.'" Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 341, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005) (quoting 17 C.F.R. § 240.10b-5) (alterations in original). The right of action provided to the purchasers and sellers of securities through the Securities Exchange Act resembles common law tort actions for deceit and misrepresentation, though it is not identical. Id. Ohio Pub. Employees Retirement v. Fed. Home Loan, 830 F. 3d 376 (6th Cir. 2016).
Section 10(b) of the Securities Exchange Act provides a right of action to purchasers or sellers of securities. 15 U.S.C. § 78j(b). It forbids the "use or employ, in connection with the purchase or sale of any security ... [of] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe as necessary or appropriate in the public interest or for the protection of investors." Id. This section is implemented through Rule 10b-5, which proscribes, among other things, "the making of any 'untrue statement of material fact' or the omission of any material fact 'necessary in order to make the statements made ... not misleading.'" Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 341, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005) (quoting 17 C.F.R. § 240.10b-5) (alterations in original). The right of action provided to the purchasers and sellers of securities through the Securities Exchange Act resembles common law tort actions for deceit and misrepresentation, though it is not identical. Id. Ohio Pub. Employees Retirement v. Fed. Home Loan, 830 F. 3d 376 (6th Cir. 2016).
