Substantive law of Rule 10b-5.

Hayes v. Crown Central Petroleum Corp., 249 F. Supp. 2d 725, 732 (E.D. Va. 2002) (holding that "[a] complaint may not demonstrate that a statement was false or misleading when made . . . 'merely by pointing to later inconsistent statements or conditions'" quoting "In re Harmonic Incorporated Securities...Whether allegations that a speaker's opinion was subjectively false are sufficient to satisfy the pleading requirements of the Private Securities Litigation Reform Act of 1995 depends on an analysis of each challenged statement viewed in light of the circumstances at the times of the statements.

United Dept. Stores, Inc. v. Ernst & Whinney, 713 F. Supp. 518, 523 (D.R.I. 1989) (holding that plaintiff has standing to bring a 10b-5 claim even if not an actual purchaser or seller of securities because the policy concerns that motivated the rule were not present).A party other than the United States has standing to bring a Rule 10b-5 claim only if the party was a purchaser or seller in the transaction giving rise to the claim.

Flamm v. Eberstadt, 814 F.2d 1169, pin? (7th Cir. 1987).Vague optimistic statements that amount to mere puffery, even if false, do not satisfy the materiality element of a Rule 10b-5 claim.