This article analyzes the novel securities fraud theory of “price fraud.” Under this theory, an issuer and an underwriter are potentially subject to securities fraud liability for knowingly setting the offering price of securities at a level that is not rationally related to the securities'...

Traditionally, securities fraud has been civilly enforced and criminally prosecuted under Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. Recently, however, the Securities and Exchange Commission has increasingly asserted claims under Section 17(a)(2) of the...

This essay analyzes the potential for a false statement of belief to be actionable as a false statement of fact under § 10(b) and Rule 10b-5. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the Court charted a new course for opinions...

Motions to dismiss are the litmus test in securities fraud class actions. A motion to dismiss is filed in virtually every securities fraud class action, and motions to dismiss are extraordinarily successful in securities fraud class actions. Therefore, courts' opinions on motions to dismiss are...