To: Philip Bosco who wrote (2745 ) 8/1/1998 4:09:00 PM From: Jerry A. Laska Respond to of 4715
Philip, Maybe people should look at Sec. 10(b) of the Securities and Exchange Act: <<Securities Exchange Act of 1934 Section 10. Regulation of the Use of Manipulative and Deceptive Devices It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-- ... b.To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.>> And Rule 10(b)(5) provides: <<Rule 10b-5. Employment of Manipulative and Deceptive Devices. It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, a.To employ any device, scheme, or artifice to defraud, b.To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or c.To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.>>law.uc.edu While it is true that a lot of actions are brought against corporate types for making stock sales and purchases with insider knowledge, that does not mean that sales or purchases by insiders are necessary to prove a violation of the securities laws. If a company practices a fraud or deceit upon a person to get them to purchase or sell a security, then the securities laws are violated and a person who purchased or sold may be able to recover damages against the company at least to the extent of their injury. A shareholder might also have a cause of action against a company under state securities laws. This, of course, is in my opinion only, and is not related to any specific factual situation. Jerry