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Business Organizations Law

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1987

10b-5

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The Misappropriation Theory: Rule 10b-5 Insider Liability For Nonfiduciary Breach, Elliot Brecher Jan 1987

The Misappropriation Theory: Rule 10b-5 Insider Liability For Nonfiduciary Breach, Elliot Brecher

Fordham Urban Law Journal

This note traces the history of rule 10b-5 and its expansion and restriction in judicial decisions. The note goes on to discuss United States v. Carpenter, a Second Circuit case that drastically expands insider trading liability. The author agues that the misappropriation theory is outside of the statutory purpose of 10b-5 and that extending the provisions to reach insider trading goes beyond the premises of statutory construction articulated by the Court.