Establishing secondary liability for violating Rule 10b-5.

Cf. Weinberger v. Kendrick, 698 F.2d 61, 77 n.15 (2d Cir. 1982).Because litigation under Rule 10b-5 presents a special danger of vexatiousness standing for private plaintiffs is limited to purchasers and sellers in the transaction giving rise to the claim.

Glazer Capital Management, LP v. Magistri, 549 F.3d 736, 746-47 (9th Cir. 2008) (affirming dismissal where alleged fraudulent "payments were not, by their nature, the type of transaction of which it would be hard to believe senior officials were unaware" (internal quotation marks omitted)).Generalized allegations that an officer had a hands-on management style does not support a strong inference that the defendant must have known of the alleged fraud, so as to satisfy the scienter pleading standard of the Private Securities Litigation Reform Act of 1995.

See Itoba Ltd. v. LEP Group PLC, 930 F. Supp. 36, 41 (D. Conn. 1996).Personal jurisdiction over a business entity in a Rule 10b-5 claim extends to the officers and directors who are control persons over the entity.