15 U.S.C. § 78j

Elements

1. Statutory commerce, mails, or exchange facility

   by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange

   Shared introductory jurisdictional hook; distinct from the transaction connection and from territorial reach of section 10(b). Territorial limits require separate analysis and are not resolved by incidental use of U.S. communications.

2. Section 78j(b) rulemaking hook

   in contravention of such rules and regulations as the Commission may prescribe

   This quote is deliberately the clause in subsection (b), after the deceptive-device language; it is not the repeated clause governing short sales in (a) or securities lending in (c). The IR strips subsection labels; context and offset identify (b). Rule 10b-5 is a separate regulation, not a quotation from statutory text.

3. Materially false statement or misleading half-truth

   any manipulative or deceptive device or contrivance

   Under Janus, the Rule 10b-5(b) maker must have ultimate authority over content and whether/how to communicate the statement; drafting assistance alone is insufficient. Rule 10b-5(b) requires a false statement or omission that makes statements actually made misleading. Macquarie (2024) excludes pure omissions even when Item 303 requires disclosure. Do not turn every duty to disclose into a 10b-5(b) private claim; older broad omission phrasing in the cited 2019 opinions is bounded by that holding.

4. Fraudulent scheme or deceptive course of business

   any manipulative or deceptive device or contrivance

   Rule 10b-5(a)/(c) can reach a person who is not the maker of a statement; Lorenzo as applied in Malouf is an SEC scheme-liability holding. It does not create private aiding-and-abetting liability or dispense with the private plaintiff's separate reliance requirement. Insider misappropriation requires a duty/trust relationship and deceptive use of material nonpublic information, not possession alone.

5. Importance to a reasonable investor

   any manipulative or deceptive device or contrivance

   Materiality is an objective total-mix inquiry, distinct from whether a particular plaintiff actually relied. Hui Feng involved deliberately undisclosed commissions; its investor-focused materiality analysis is used here without importing an unrestricted pure-omission theory after Macquarie.

6. Intent to deceive, manipulate, or defraud

   any manipulative or deceptive device or contrivance

   Judge-made mental-state requirement; civil circuit formulations include sufficiently severe/extreme recklessness, not ordinary negligence. SEC scienter under Rule 10b-5 must not be diluted by the different negligence standards for Securities Act §17(a)(2)/(3). Strong-inference PSLRA pleading is not an extra merits element.

7. Connection with a covered securities or swap transaction

   in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered

   Statutory transaction connection is shared across postures and includes the alternative security-based-swap-agreement branch. Purchaser/seller standing is a separate private-only requirement, not the meaning of this nexus. The source's subsection (b) says securities-based, while its concluding extension says security-based; both spellings are preserved.

8. Private plaintiff's purchaser or seller status

   in connection with the purchase or sale

   Judge-made Blue Chip limitation on the implied private damages remedy. Dabit, 547 U.S. 71, 80–81, 84 (2006), explains and applies the distinction in deciding SLUSA preclusion; its broader preclusion rule does not expand the private federal remedy. A holder or disappointed offeree cannot qualify merely because fraud coincides with someone else's transaction. Contracts to buy or sell count under the statutory definitions; an unaccepted offer alone does not. Government claims do not require this element. The statutory swap extension applies precedents to covered agreements to the same extent.

9. Private investor transaction causation

   any manipulative or deceptive device or contrivance

   Private plaintiff must connect the deceptive statement to the investment decision, subject to applicable rebuttable presumptions. Xia Bi addresses direct reliance in EB-5 investments; do not universalize that factual route into a rule excluding fraud-on-the-market reliance.

10. Actual economic loss in private damages action

    any manipulative or deceptive device or contrivance

    The private remedy requires economic loss, unlike the core SEC violation. Mere payment of an inflated purchase price does not itself establish the loss identified in Dura.

11. Causal connection between fraud and economic loss

    any manipulative or deceptive device or contrivance

    Distinguish loss causation from reliance/transaction causation. Identify loss caused by the fraud rather than unrelated market or business developments; Dura does not require one particular form of corrective disclosure.

12. Additional criminal mental-state requirement

    any manipulative or deceptive device or contrivance

    Criminal prosecution derives its willfulness requirement from §78ff(a), not express wording in §78j(b). Afriyie approved knowing/willful/intent-to-defraud instructions in an insider-trading prosecution and held the government retained the beyond-reasonable-doubt burden. The precise instruction must fit the charged theory.