US Exchange ACT 1934 Section 10(b)

In re Barclays Liquidity Cross & High Frequency Trading Litig., 390 F. Supp. 3d 432, 442-43 (S.D.N.Y. 2019) (“To the extent relevant here, Section 10(b) of the Exchange Act makes it unlawful “for any person, directly or indirectly, … [t]o use or employ, in connection with the purchase or sale of any security … any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [Securities and Exchange] Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.” 15 U.S.C. § 78j(b). The SEC has promulgated Rule 10b-5, which makes it “unlawful for any person, directly or indirectly,” “in connection with the purchase or sale of any security,” to (1) “employ any device, scheme, or artifice to defraud,” (2) “make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made … not misleading,” or (3) “engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.”

Morrison v. National Australia Bank Ltd., 561 U.S. 247, 283 (2010) (“(presumption against extraterritoriality not controlling “[s]ince the activities of the defendants had an impact within the United States and upon its foreign trade”). And it strikes a reasonable balance between the goals of “preventing the export of fraud from America,” protecting shareholders, enhancing investor confidence, and deterring corporate misconduct, on the one hand, and conserving United States resources and limiting conflict with foreign law, on the other. 547 F.3d, at 175.”)  

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