SEC rule 10b-5 has continually expanded the federal sphere of corporate regulation. The rule's most recent encroachment upon state corporation law involves the derivative suit for breach of fiduciary duties. While the Maytag "deception requirement" temporarily impeded development in this area, the latest cases demonstrate that it no longer precludes 10b-5 application. This note analyzes the deception requirement under theories of imputed knowledge, reviews the limitations upon 10b-5 use, and posits a developing standard for 10b-5 violation.

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