Which federal securities laws or fiduciary duties are alleged to be violated?

Alleged violations

Halper Sadeh’s shareholder‑rights investigation cites two broad categories of misconduct:

1. Federal securities statutes – the firms are accused of breaching the anti‑fraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b‑5, which prohibit material misstatements or omissions and deceptive practices in connection with the purchase or sale of securities. The complaint also references possible infractions of Section 14(e) (failure to disclose material information in a tender‑offer or merger context) and Section 13(d) (inadequate reporting of beneficial ownership or control‑change filings).

2. Fiduciary duties owed to shareholders – the companies are alleged to have violated the classic fiduciary obligations of duty of loyalty (e.g., self‑dealing or putting insiders’ interests ahead of the corporation), duty of care (reckless or grossly negligent decision‑making), and the broader duty of good‑faith and fair dealing that requires full, timely disclosure of material facts and actions that are in the best interests of the shareholders.

These are the specific statutes and fiduciary standards that Halper Sadeh LLC claims have been breached in its investigations of PHLT, DALN and BASE.