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.
Structure Delaware Code
Subchapter II. Provisions Relating to the Offer, Sale, and Purchase of Securities
§ 73-202. Registration of and notice filing for securities.
§ 73-203. Registration of securities by coordination.
§ 73-204. Registration of securities by qualification.
§ 73-205. Provisions applicable to registration of securities generally.
§ 73-208. Federal covered securities.
§ 73-210. Unlawful representations concerning registration, notice filing or exemption.