An Introduction to United States Securities and Exchange Commission Rule 10b-5
William K. S. Wang
University of California, Hastings College of the Law
April 25, 2011
Nihon University Comparative Law, Vol. 27, p. 105, 2010
This article is based on a talk at Nihon University College of Law in Tokyo. The piece covers six of the universal requirements for a defendant’s Rule 10b-5 criminal or civil liability: (1) use of an instrumentality of interstate commerce, (2) definition of security, (3) materiality, (4) fraud (or manipulation), (5) “in connection with” a purchase or sale of any security, and (6) scienter. The article also covers several other aspects of Rule 10b-5: (1) aiding and abetting civil liability, (2) permissible overlap with more specific provisions and rules, (3) an affirmative corporate duty to disclose material developments?, and (4) some requirements for a private Rule 10b-5 cause of action.
Keywords: Rule 10b-5, Section 10(b), Securities and Exchange Commission, SEC, Securities Fraud
JEL Classification: G38, K22
Date posted: April 25, 2011
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