18.2 Securities-Rule 10b-5 Claim
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FAQ
In summary, to recover under Rule 10(b)(5), a plaintiff, whether the SEC or a private plaintiff, must show that an individual trading in securities had an intent to deceive the purchaser. Intent to deceive may be inferred from a partial or untimely disclosure of important information.
Section 10(b) Courts have held that there is a private right of action to sue under 10b-5. Typically, only individuals who have actually bought or sold securities have standing to bring a 10b-5 claim.
"The usual measure of damages for securities fraud claims under Rule 10b-5 is out-of-pocket loss; that is, the difference between the value of what the plaintiff gave up and the value of what the plaintiff received. Consequential damages may also be awarded if proved with sufficient certainty. . . .
"The usual measure of damages for securities fraud claims under Rule 10b-5 is out-of-pocket loss; that is, the difference between the value of what the plaintiff gave up and the value of what the plaintiff received.
See 17 CFR 240.10b-5(b). The penalties for insider trading are very severe. Individuals who are found guilty of this crime are subject to sentencing with a maximum of 20 years in federal prison. The fine can be up to $5,000,000 for an individual; $25,000,000 for a corporation.
In an SEC action under 10(b)(5), the civil penalty for gaining illegal profits with nonpublic information is three times the profits gained. The statute of limitation is 5 years from the wrongful transaction. Note: A purchaser may also be entitled to receive consequential damages from the purchase of securities.
SEC Rule 10b-5, states that it is illegal for any person to defraud or deceive someone, including through the misrepresentation of material information, with respect to the sale or purchase of a security.
