Refer to the catchall antifraud provisions under the Securities Exchange Act of 1934. The vast majority of private class action securities lawsuits brought against directors and officers for open market misrepresentations are brought under these provisions, which prohibit any person from using an instrumentality of interstate commerce to engage in any manipulative, deceptive or fraudulent conduct in connection with the purchase or sale of any security (including not only publicly traded securities, but also securities in a privately-held company). “Securities” are defined broadly to include not only shares of stock, but certain notes, bonds, debentures, investment contracts and other investment instruments.