Rule 10b-5

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Definition of 'Rule 10b-5'

Rule 10b-5 is a section of the Securities Exchange Act of 1934 that prohibits fraud in the sale of securities. It is one of the most important anti-fraud provisions in the securities laws.

The rule is designed to protect investors from false and misleading statements made by companies and their employees. It also prohibits insider trading, which is the trading of securities by people who have access to material non-public information.

Rule 10b-5 is enforced by the Securities and Exchange Commission (SEC). The SEC can bring civil actions against companies and individuals who violate the rule. It can also seek injunctions to stop violations and impose fines.

Rule 10b-5 has been interpreted by the courts to cover a wide range of conduct. For example, the rule has been used to prosecute companies for making false or misleading statements in their financial reports, and to prosecute individuals for insider trading.

Rule 10b-5 is an important part of the securities laws. It helps to protect investors from fraud and to ensure that the securities markets are fair and orderly.

Here are some specific examples of the types of conduct that are prohibited by Rule 10b-5:

* Making false or misleading statements about a company's financial condition or prospects.
* Omitting material information from a company's financial statements.
* Trading on inside information.
* Tipping someone about inside information so that they can trade on it.

If you are involved in the securities markets, it is important to be aware of Rule 10b-5. The rule applies to a wide range of conduct, and violations can result in significant penalties.

If you have any questions about Rule 10b-5, you should consult with an attorney.

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