Establishing liability for a primary violation of Rule 10b-5.

Nathenson v. Zonagen, Inc., 267 F.3d 400, 413 (5th Cir. 2001).Reliance as an element of a Rule 10b-5 claim is sometimes referred to as transaction causation.

Cf. Central Laborers' Pension Fund v. Integrated Electric Services, Inc., 497 F.3d 546, 551-52 (5th Cir. 2007) (discussing the "reasonable person" pleading standards in the context of pleading scienter).The requirement of the Private Securities Litigation Reform Act of 1995 that, as to each allegation of a misstatement or omission that is based on information and belief, the plaintiff must state "with particularity all facts on which that belief is formed" means that the plaintiff must plead facts sufficient to allow a reasonable person to conclude that the misstatement or omission element of the Rule 10b-5 claim is satisfied.

Glazer Capital Management, LP v. Magistri, 549 F.3d 736, 648 (9th Cir. 2008) ("We join our sister circuits and hold that evidence of a personal profit motive on the part of officers and directors contemplating a merger is insufficient to raise a strong inference of scienter.").A defendant's motivations to increase his or her own compensation is so common that it is insufficient to support a strong inference of scienter as required by the pleading standard of the Private Securities Litigation Reform Act of 1995.