It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly:
(1) To employ any device, scheme or artifice to defraud;
(2) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(3) To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person.
In interpreting this section, courts will be guided by the interpretations given by federal courts to similar language set forth in § 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q] and Rule 10b-5 [17 C.F.R. § 240.10b-5] promulgated under the Securities Exchange Act of 1934, to include, without limitation, any difference in pleading requirements governing actions brought by securities regulators as opposed to private litigants.
6 Del. C. 1953,
§
7303;
59 Del. Laws, c. 208,
§
1;
68 Del. Laws, c. 181,
§
16;
78 Del. Laws, c. 175,
§§
118, 122;
79 Del. Laws, c. 182,
§
4;
84 Del. Laws, c. 230,
§
4;
Notes of Decisions
Cited in
6
cases (
2 in the last 5 years), 2014–2025 · leading case:
Fuller v. State.
Fuller v. State (Del. 2014).
“§§ 4720-4724 (unused property markets); 6 Del. C. § 73-201 (fraud); 6 Del. C. § 2503A (registration of sellers, telemarketers, and telemarketing businesses); 9 Del.”
In Re Verizon Ins. Coverage Appeals (Del. 2019).
“10b-5 (applying to “the purchase or sale of any security”); 6 Del. C. § 73-201 (applying to fraud “in connection with the offer, sale or purchase of any security”).”
Finom Mgmt. GmbH v. Celerion Holdco, LLC (D. Del. 2019).
“The Court will also dismiss Count XI, alleging a violation of the Delaware Securities Act, 6 Del. C. § 73-201, because the only alleged nexus to Delaware is that it is Celerion’s state of incorporation, and that “[t]he Award Agreement, LLC Agreement, and Redemption Agreement”…”
Treppel Fam. Trust v. Gonzalez (N.D. Ill. 2024).
“31, 2021) (“Forward-looking statements of opinion are actionable as fraudulent only if they were known to be false when made or were made with a lack 8 Hubbard involved an alleged violation of what is now 6 Del. C. § 73-201(2) of the Delaware Securities Act, which prohibits…”
Eurofins Panlabs, Inc. v. Ricerca Biosciences, LLC (Del. Ch. 2014).
“135 6 Del. C. §§ 73-201, 73-605(2). 136 Eurofins first argues that the SAPA’s choice of law provision requires that “all disputes [] be resolved according to Delaware law in the Delaware Court of Chancery.”
— 6 Del. C. § 73-201(2) — 2 cases
Treppel Fam. Trust v. Gonzalez (N.D. Ill. 2024).
“31, 2021) (“Forward-looking statements of opinion are actionable as fraudulent only if they were known to be false when made or were made with a lack 8 Hubbard involved an alleged violation of what is now 6 Del. C. § 73-201(2) of the Delaware Securities Act, which prohibits…”
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