# Section 10b `kaal:entity:section-10b` **Status.** derived This node is assembled mechanically from the 9 claims that carry the concept tag `section-10b`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself. ## Every claim under this term 9 claims across 2 works, 2010 to 2011. **2010** - [1664809-002](https://wulfkaal.github.io/claims/1664809-002) [definitional/argued] -- Congress intended the federal securities laws to cover only purchases and sales of securities that occur within the United States, a conclusion the authors reached with twenty-one law professors after reviewing the legislative history. > had intended the federal securities laws only to cover purchases Richard W. Painter, Wulf A. Kaal, Extraterritorial Application of US Securities Law – Will the US Become the Default Jurisdiction for (2010). SSRN: https://ssrn.com/abstract=1664809 - [1664809-018](https://wulfkaal.github.io/claims/1664809-018) [failure/argued] *(failure mode)* -- Applying section 10(b) and Rule 10b-5 together with the fraud on the market theory substantially increases the potential liability of issuers and can lead to questionable results, which is why EU jurisdictions may not want that rule applied to their securities markets. > theory substantially increases the potential liability of issuers and Richard W. Painter, Wulf A. Kaal, Extraterritorial Application of US Securities Law – Will the US Become the Default Jurisdiction for (2010). SSRN: https://ssrn.com/abstract=1664809 **2011** - [1765901-001](https://wulfkaal.github.io/claims/1765901-001) [mechanism/argued] -- Because Morrison ties Section 10(b) to the location of the securities transaction rather than to the place where the deception originated, the logic of the holding implies that the SEC likewise has no enforcement rights over securities transactions occurring outside the United States. > The logic of the holding strongly suggests that there would also be no enforcement rights for the SEC with respect to securities transactions taking place outside the United States Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-003](https://wulfkaal.github.io/claims/1765901-003) [failure/argued] *(failure mode)* -- The plaintiffs' reading that Section 10(b) covers transactions anywhere in any security of a class listed on a U.S. exchange is inconsistent with Morrison, because the opinion turns on the location of the transaction and on the holding that Section 10(b) has no extraterritorial application. > This interpretation is inconsistent with the basic thrust of the Morrison opin- ion, which focuses on the location of the transactions and the fact that Section 10(b) does not apply extraterritorially, Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-004](https://wulfkaal.github.io/claims/1765901-004) [failure/argued] -- Morrison itself refutes a listing based reading of Section 10(b): the Court knew that National Australia Bank had registered and listed shares in New York, yet held that Section 10(b) did not reach trades in those ordinary shares in Australia. > The entire point of the Morrison opinion, however, is that Section 10(b) did not apply to trades in NAB's ordinary shares in Australia. This is inconsistent with a theory that the Court would apply Section 10(b) to any security listed on a U.S. exchange Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-005](https://wulfkaal.github.io/claims/1765901-005) [definitional/argued] -- There is no substantive difference between a foreign issuer listing ADRs on a U.S. exchange and listing its ordinary shares there, so Section 10(b) coverage of foreign transactions should not turn on which arrangement the issuer chose. > It also makes little sense to argue that the result would be different, and Section 10(b) would apply to transactions in NAB's ordinary shares outside the United States, if NAB had listed its ordinary shares for trading on the NYSE instead of listing the ADRs. Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-009](https://wulfkaal.github.io/claims/1765901-009) [normative/argued] -- Judge Baer's dismissal of the Porsche complaint reaches the correct result under Morrison, but parts of his reasoning require further refinement. > In sum, Judge Baer's holding is correct under Morrison, but some of the reasoning needs further refinement. Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-025](https://wulfkaal.github.io/claims/1765901-025) [condition/argued] -- Section 929P(b) may not have been necessary, because Section 10(b) already gives the SEC enforcement authority whenever a single U.S. securities transaction is affected by the alleged fraud. > Section 929P(b) furthermore may not have been necessary. Section 10(b) al- ready gives the SEC enforcement authority whenever a single U.S. securities transaction is affected by the alleged fraud. Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 - [1765901-031](https://wulfkaal.github.io/claims/1765901-031) [predictive/argued] -- Extending private rights of action extraterritorially would expose non-U.S. companies to Section 10(b) liability based on any U.S. conduct, including conduct inside U.S. business operations alleged to have produced securities fraud abroad, and much of global securities litigation would migrate to the United States. > Non-U.S. companies could be subject to liability under Section 10(b) if they have any conduct in the U.S. - for example conduct inside U.S. business operations — that could be alleged to have resulted in securities fraud outside the U.S. Kaal and Painter, The Aftermath of Morrison v. National Australia Bank and Elliott Associates v. Porsche (2011). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1765901 ## Verify Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust. curl -s https://wulfkaal.github.io/entities/section-10b.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.