SEC Rule 14a-9Edit
Various SEC rules and federal statutes make unlawful certain forms of conduct, such as publication of misleading statements or material omission in connection with proxy solicitations, tender offers or "in connection with the purchaes or sale of any security." The SEC may bring suit to redress violations of those rules. The question that arises is whether private parties may bring suit for injunctive relief or for damages based upon allegations that defendants have violates federal statutes or rules in cases in which the statute does not give an express remedy.
The first major case arose in the proxy solicitation area. Section 14(a) provides that no express cause of action for those injured by a violation of the section: if one exists, it must be judicially implied. The Supreme Court did so in J.I. Case Co. v. Borak.
- Superintendend of Insurance of the State of New York v. Bankers Life & Casualty Co.,
As a J.I. Case Co. shareholder, Borak complained that a proposed merger with American Tractor Corp. invovles
SEC Rule 10b-5Edit
In 1946, a federal district court accepted the existence of an implied right of actino under Rule 10b-5. On several subsequent occasions, the Supreme Court ruled on issues in Rule 10b-5 cases without comment on the existence of a right by ivnestors to sue for damages or for injunctive relief.