Extract to table

In a private action under Rule 10b-5, a plaintiff must establish six elements: (1) a material misstatement or omission; (2) scienter (i

Most federal circuits, including the Second Circuit, also permit Rule 10b-5 liability based on a showing of "severe recklessness," defined as "an extreme departure from the standards of ordinary care" that presents "a danger of misleading buyers or sellers which is either known to the defendant or is so obvious that the defendant must have been aware of it

A private Rule 10b-5 plaintiff must demonstrate reliance on the defendant's misstatement or omission

A private plaintiff must also establish loss causation — a causal connection between the misstatement and the plaintiff's economic loss

a prospectus that is required to be filed as part of a Securities Act registration statement

Section 17(a)(2) requires only negligence but includes the additional element that the defendant must "obtain money or property" by means of the untrue statement