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The application of Federal Rule of Civil Procedure 9(b) to claims brought under Rule 10b-5.
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Contributed in 2009 & last edited in 2009 by David Gold
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FRCP 9(b): The application of Federal...
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complete authority for rule...
The Private Securities Litigation Reform Act of 1995 requires plaintiffs pleading a Rule 10b-5 violation to state with particularity the facts...See Greebel v. FTP Software, Inc., 194 F.3d 185, 193 (1st Cir. 1999).
in support of
The Private Securities Litigation Reform Act of 1995 requires plaintiffs pleading a Rule 10b-5 violation to state with particularity the facts constituting the alleged misstatement or omission.complete authority for rule...
Exchange of shares between a parent company and a wholly-owned subsidiary does not satisfy the purchase or sale element of a claim under Rule 10b-5.Watts v. Des Moines Register & Tribune, 525 F. Supp. 1311, 1319 (S.D. Iowa 1981) (holding that recapitalization was not "purchase or sale" when conversion of voting shares to nonvoting shares reflected internal corporate management decisions only incidentally involving exchange of shares. ).
in support of
Exchange of shares between a parent company and a wholly-owned subsidiary does not satisfy the purchase or sale element of a claim under Rule 10b-5.vouch for authority for rule...
Insider trading is evidence of scienter in a Rule 10b-5 claim only where the trading was unusual or suspicious.Central Laborers' Pension Fund v. Integrated Electric Services, Inc., 497 F.3d 546, 552-53 (5th Cir. 2007) ("Insider trading can be a strong indicator of scienter if the trading occurs at suspicious times or in suspicious amounts. . . . [O]fficer trading may give rise to an inference
of...
in support of
Insider trading is evidence of scienter in a Rule 10b-5 claim only where the trading was unusual or suspicious.