Securities Litigation and Corporate Governance

Internet site of David Priebe

This site is intended to provide insight and analysis, not legal advice.  Please consult an attorney if you have a legal question.  The opinions expressed herein are those of the author, and not DLA Piper LLP (US) or any of its clients.

Recent Developments

(c) Lisa DeNeffe 2018
(c) Lisa DeNeffe 2018
  • I spoke at the 25th Annual Stanford Directors' College on June 24, 2019
  • I wrote an article on the Supreme Court's Emulex M & A "decision" published in the May 2, 2019 Daily Journal
  • I gave a presentation on securities litigation on a November 2018 podcast
  • Again defeated class certification in securities case on the basis of a lack of price impact -- only the second time this has been ordered in an efficient market security since Halliburton II.  In re Finisar Corp Sec. Litig., No. 11-0152, 2019 WL 2247750 (N.D. Cal. May 24, 2019)
  • Dismissal of mass-plaintiff securities case affirmed by Ninth Circuit on January 7, 2019.  Strudley v. Santa Cruz County Bank, No. 5:15-cv-05106-EJD, 2017 WL 4355129 (N.D. Cal. Sept. 29, 2017)
  • Won motion to dismiss securities class action with prejudice.  Wanca v. Super Micro Computer, Inc.,No. 5:15-cv-04049, 2018 WL 2018 WL 3145649 (N.D. Cal. June 27, 2018)
  • Won motion to dismiss shareholder derivative case for failure to plead demand futility.  Kenney v. Gertel, No. C-12-02268 (N.D. Cal. Sept. 5, 2018)

Recent articles and presentations

Basic Guide To The Safe Harbor (June 2019)

As introduced at the 25th Annual Stanford Directors' College on June 24, 2019

Client alert on SEC v. Lorenzo

March 2019

With JAMES MATHIAS, JOHN CLARKE JR., and BENJAMIN SCHUMAN

Client alert on Emulex

January 2019

With ETHAN TOWNSEND

Securities Litigation Podcast presentation

 November 20, 2018

What Is 10b-5?




Securities and Exchange Commission Rule 10b-5 (17 C.F.R. ยง240.10b-5) is the legal foundation for most US federal law securities fraud claims.

The Rule states:

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

(a) To employ any device, scheme, or artifice to defraud,

(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

in connection with the purchase or sale of any security.