Final answer:
In a lawsuit under Section 10(b) and Rule 10b-5, Samson need not prove that the stock purchase involved a national securities exchange. Elements to be proven include reliance on false statements, suffering a loss due to this reliance, and that the defendant acted with an intent to deceive.
Step-by-step explanation:
In a suit against Hay under the antifraud provisions of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, Samson must prove several elements to succeed. However, one element Samson does not need to prove is that the stock purchase involved a national securities exchange.
The elements typically required for a successful claim under these provisions are reliance on misleading or false statements or omissions, that the misstatement or omission was material, that the plaintiff suffered a loss as a result of their reliance, and that the defendant acted with scienter, meaning they intended to deceive, manipulate, or defraud, or were recklessly indifferent to the truth.
The requirement that Samson was a foreseen user of the financial statements, that Samson suffered a loss as a result of reliance on the financial statements, and that Hay acted with intent to deceive are all necessary. The location of the exchange or whether it involved a national securities exchange is not a condition that must be met under Section 10(b) and Rule 10b-5.
Therefore, to directly answer the student's question, (3) the stock purchase involved a national securities exchange is the element that Samson does not have to prove.