California, United States of America
The following excerpt is from Gillis v. Warner Bros. Home Entm't. Inc., B231922 (Cal. App. 2012):
In order "[t]o have an objectively reasonable belief there has been shareholder fraud, the complaining employee's theory of such fraud must at least approximate the basic elements of a claim of securities fraud. 'Securities fraud' itself has additional relevant elements. The elements of a cause of action for securities fraud 'resembl[e] . . . common-law tort actions for deceit and misrepresentation.' [Citation.] Those elements typically include a material misrepresentation or omission, scienter, loss, and a causal connection between the misrepresentation or omission and the loss. [Citation.] Securities fraud under section 10(b) and Rule 10b-5 requires: '(1) a material misrepresentation or omission; (2) scienter; (3) connection with the purchase or sale of a security; (4) reliance; (5) economic loss; and (6) loss causation.' [Citation.] The employee need not reference a specific statute, or prove actual harm, but he must have an objectively reasonable belief that the company intentionally misrepresented or omitted certain facts to investors, which were material and which risked loss." (Day v. Staples, Inc., supra, 555 F.3d at pp. 55-56.)
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