What damages are available to a plaintiff under Section 10(b) and Rule 10(b)(5)?

While both the SEC and a private plaintiff may enforce the antifraud provisions of Section 10 and Rule 10(b)(5), only purchasers or sellers of securities may bring a private action for damages under Rule 10(b)(5). A private plaintiff in a suit under 10(b)(5) may recover for the actual damages suffered as a result of purchasing the security. As part of the action, a buyer must allege specific damages due to the sellers fraud. The measure of damages is generally the difference between what is paid over the value of the security received. The measure of a defrauded sellers damages is the difference between the fair value of all that the seller received and the fair value of what he or she would have received had there been no fraud. In an SEC action under 10(b)(5), the civil penalty for gaining illegal profits with nonpublic information is three times the profits gained. The statute of limitation is 5 years from the wrongful transaction.

Note: A purchaser may also be entitled to receive consequential damages from the purchase of securities. Consequential damages include lost dividends, brokerage fees, and taxes. The court may also order payment of interest on funds. Punitive damages for the conduct are not available.

Related Topics

• Securities Law (Intro)
• What are Securities Laws?
• What is a Security?
• What qualifies as an Investment contract?
• What are the primary federal securities laws?
• What are the regulatory goals of security laws?
• What is the Securities and Exchange Commission?
• What is an Initial Public Offering?
• What is a Direct Public Offering?
• What is Crowdfunding?
• Securities Act of 1933
• What is an Offer to Sell securities?
• Who are the parties regulated in an offer to sell securities?
• What are the primary disclosure documents required in an offer to sell securities?
• Forward Looking
• Red Herring Prospectus (Securities) Definition
• Registration of Securities
• What is an issuer allowed to do at each stage of the registration process?
• How are issuers classified for purposes of the registration and offering process?
• What is an issuer allowed to do during the Pre-filing Period?
• What are the limitations on the issuer during the Post-filing, Waiting Period?
• What is an issuer allowed to do during the Post-Effective Period?
• What is an Emerging-Growth Company?
• What type of information must an issuer disclose?
• What laws govern the mechanics of disclosure in a securities offering?
• Deficiency Letter (Securities Law)
• Registration Exemptions Securities Act of 1933
• What are Exempt Securities and Exempt Transactions?
• What are Restricted Securities?
• Section 3(a)?
• Section 3(b)?
• What is a Rule 147 Exemption?
• What is a Section 4(a) Exemption?
• Section 4(a)(5)?
• What is a Regulation A Exemption?
• What are Regulation D Exemptions?
• What is a Rule 504 Exemption?
• What is a Rule 505 Exemption?
• What is a Rule 506(b) Exemption?
• What is a Rule 506(c) Exemption?
• What is Rule 502(d) and the Rule 144 Safe Harbor?
• Rule 144a
• What are the disclosure requirements for companies employing an exemption?
• What is the requirement to file Form D?
• What is the effect of failing to register an offering under Section 5?
• Liability Under the Securities and Exchange Act of 1933
• What is civil liability under Section 11 of the 33 Act?
• What is civil liability under Section 12 of the 33 Act?
• What are defenses available to charges under Sections 11 and 12?
• What is civil liability under Section 17 of the 33 Act?
• What is potential criminal liability under the 33 Act?
• The Security Exchange Act of 1934
• When must an issuer register pursuant to the 34 Act?
• What disclosures are required of reporting companies under the 34 Act?
• What is liability under Section 10(b) and Rule 10(b)(5)?
• What is insider trading under Rule 10(b)(5)?
• What damages are available under Section 10 and Rule 10(b)(5)?
• What is insider trading under Section 14 of the 34 Act?
• What is liability under Section 16 of the 34 Act?
• What is liability under Section 18 of the 34 Act?
• What is criminal liability under the 34 Act?
• Liability under the Securities Enforcement Remedies Act?
• Blue Sky Laws State Securities Laws
• What are Blue Sky Laws?
• When is an issuer required to comply with state securities laws?
• What are the registration requirements under state law?
• What is Coordinated Registration under state law?