Article:
Donald C. Langevoort, Fraud and Deception by Securities Professionals, 61 TEXAS L. REV. 1247 (1983).
 

Abstract:
In this Article, Professor Langevoort examines the deception requirement in section 10(b) of the Securities Exchange Act of 1934, as it is applied to breaches of fiduciary duty in the purchase and sale of securities. The Article concludes that the distinction between fraud and fiduciary duty drawn in Santa Fe Industries, Inc. v. Green is indefensible. That case held that in order to satisfy 10(b), a complaint had to allege deception, not merely unfairness or breach of fiduciary duty. Langevoort describes the comparison between fraud and fiduciary duty at common law, then describes them with regard to the securities laws. In conclusion, Langevoort suggests that the best method of analyzing constructive fraud with regard to breaches of fiduciary duty by securities professionals is to focus on whether the plaintiff’s interests fall within the scope of the statute, instead of focusing on “deception.”