Disseminating false statements to investors with intent to defraud constitutes liability under Rule 10b-5(a) and (c) even absent 'making' the statement under Janus.
corporate
Directors breached their duty of care under s.180 Corporations Act by failing to prevent the company from providing inappropriate financial advice to retail clients.
Board compensation decisions favouring a controlling stockholder require entire fairness review; subsequent stockholder ratification does not restore business judgment deference.
Section 11 of the Securities Act requires plaintiffs to trace their shares to the allegedly misleading registration statement; claims fail where shares cannot be so traced in a direct listing.
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