The traditional application of rule 10b-5 has required that there be fraud in connection with the purchase or sale of a security. While the Birnbaum rule that a plaintiff be an actual purchaser or seller has been debilitated and the definition of "purchase or sale" considerably expanded, the necessity for some consummated transaction in securities has remained effectively unchallenged. This note explores the manner in which the "in connection with" language of 10b-5 may be extended to encompass securities frauds in situations involving no consummated purchase or sale transaction.

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