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PerplexityBasic Inc. v. Levinson
The fraud-on-the-market presumption of classwide reliance.
Practice Area Spotlight
Securities
Securities litigators use Midpage to research 10b-5 fraud claims, Section 11 and 12 registration claims, PSLRA pleading and class certification issues, and loss-causation and scheme-liability theories. The statutes, regulations, and case law behind that work are collected below.
How Securities Lawyers Use Midpage
Browse to see how Midpage works through securities questions from real lawyers.
Pure Omissions After MacquarieHow have courts distinguished actionable half-truths from non-actionable pure omissions under Rule 10b-5(b) since Macquarie v. Moab Partners? Collect motion-to-dismiss outcomes.Price Impact at Class CertificationSummarize how courts apply Goldman Sachs v. Arkansas Teacher when defendants use the generic nature of alleged misstatements to rebut Basic's presumption.Section 11 Tracing After SlackFind decisions applying Slack v. Pirani's tracing requirement to direct listings and de-SPAC transactions.Loss Causation TheoriesCompare corrective-disclosure and materialization-of-risk theories of loss causation under Dura across the circuits, with recent examples.Forward-Looking Statement Safe HarborFind cases construing the PSLRA safe harbor’s "meaningful cautionary language" requirement for guidance and projections, 15 U.S.C. § 78u-5.Scheme Liability After LorenzoHow have courts applied Lorenzo’s dissemination theory to defendants who did not "make" a misstatement under Janus?
Core Securities Collections
The statutes, regulations, agency materials, and courts behind securities litigation.
Statutes
The federal acts governing securities offerings, trading, and enforcement — from the 1933 and 1934 Acts through the PSLRA, Sarbanes-Oxley, and Dodd-Frank — section by section.
| Securities Act § 5 — Registration requirement Prohibitions on unregistered offers and sales | 15 U.S.C. § 77e |
| Securities Act § 11 — False registration statements Strict liability for issuers; due-diligence defenses | 15 U.S.C. § 77k |
| Securities Act § 12 — Prospectus liability Rescission for §§ 5 and 12(a)(2) violations | 15 U.S.C. § 77l |
| Securities Act § 15 — Control-person liability Liability of persons controlling §§ 11 and 12 violators | 15 U.S.C. § 77o |
| Securities Act § 17(a) — Fraudulent interstate transactions SEC enforcement antifraud provision | 15 U.S.C. § 77q |
Rules & Regulations
The 17 CFR provisions implementing the antifraud rules, disclosure regimes, offering exemptions, and SEC procedure, plus the FINRA rulebook.
| Rule 10b-5 — Manipulative and deceptive devices Subsections (a)–(c): schemes, misstatements, deceptive acts | 17 CFR § 240.10b-5 |
| Rule 10b5-1 — Trading plans Awareness standard and affirmative defenses | 17 CFR § 240.10b5-1 |
| Rule 14a-9 — False or misleading proxies Proxy statement antifraud rule | 17 CFR § 240.14a-9 |
Agency Decisions & Guidance
SEC releases, no-action letters, and staff interpretations, plus FINRA enforcement and arbitration decisions.
| SEC Interpretive Releases Commission guidance under the 1933 and 1934 Acts | Guidance |
| SEC No-Action Letters Staff no-action positions across Divisions — Corporation Finance, Investment Management, and Trading & Markets — on registration, exemptions, and shareholder proposals | Guidance |
| SEC Staff Accounting Bulletins Staff interpretations of accounting and disclosure requirements | Guidance |
| SEC Compliance & Disclosure InterpretationsComing soon Staff interpretations of securities rules and forms (primarily Division of Corporation Finance) | Guidance |
Courts & Tribunals
The appellate, trial, and administrative forums where securities disputes are heard — from the Supreme Court to the SEC and FINRA.
| Appellate U.S. Supreme Court; all 13 federal circuits — the Second and Ninth Circuits decide the bulk of securities class-action appeals; Delaware Supreme Court for fiduciary overlap |
| Trial U.S. District Courts — including S.D.N.Y., N.D. Cal., D.N.J., E.D.N.Y., and D. Mass., plus remaining federal district courts nationwide; Delaware Court of Chancery |
| Administrative SEC administrative proceedings and FINRA disciplinary panels and arbitration — coming soon to Midpage |
Key Cases
The controlling authorities — linked to full text, treatment, and citing decisions in Midpage.
Dura Pharmaceuticals, Inc. v. Broudo
Inflated purchase price alone is not economic loss — plaintiffs must plead and prove loss causation.
Tellabs, Inc. v. Makor Issues & Rights
A "strong inference" of scienter must be cogent and at least as compelling as opposing inferences.
Morrison v. National Australia Bank
Section 10(b) reaches only domestic transactions — the transactional test.
Janus Capital Group v. First Derivative Traders
Only the "maker" with ultimate authority over a statement can be liable under Rule 10b-5(b).
Halliburton Co. v. Erica P. John Fund (Halliburton II)
Defendants may rebut Basic with price-impact evidence at class certification.
Omnicare, Inc. v. Laborers Dist. Council
When statements of opinion are actionable under § 11 — sincerity plus embedded facts and omissions.
Lorenzo v. SEC
Disseminating false statements with intent to defraud triggers scheme liability even for non-makers.
Liu v. SEC
SEC disgorgement is permissible equitable relief when capped at net profits for victims.
Goldman Sachs Group v. Arkansas Teacher Ret. Sys.
The generic nature of a misrepresentation is important evidence of price impact courts must consider.
Slack Technologies, LLC v. Pirani
Section 11 plaintiffs must trace their shares to the challenged registration statement — including in direct listings.
Macquarie Infrastructure Corp. v. Moab Partners
Pure omissions — including Item 303 violations — are not actionable under Rule 10b-5(b); half-truths remain actionable.
SEC v. Jarkesy
The Seventh Amendment entitles defendants to a jury trial when the SEC seeks civil penalties for securities fraud.
Sripetch v. SEC
SEC disgorgement does not require proof that investors suffered a pecuniary loss.