Monday, March 30, 2020

Informative speech about air pollution free essay sample

Specific Purpose: To inform my audience about two causes and one effect of air pollution. Central Idea: The main two causes of air pollution and an effect of it in human body. Introduction: Hello, all of my audience, I want to start my speech by asking you guys that, How many of you know about Air pollution? Well today in the modern world we use a lot thing that leads to the air pollution. Whether its transportation, factory smoke, burning coals, etc. Okay today I’m here to inform you guys by giving a speech about air pollution, and its causes and effects toward human kinds. Cause 1: There many causes out there that leads to air pollution and one of them is from transportation. The cause of air pollution is most commonly known as large amount of smokes that comes from the traffic jam aka transportation. This happens every day with the use of fossil fuels in cars, trucks, and other fuel used transportations. We will write a custom essay sample on Informative speech about air pollution or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page According to Elian energy website it shows a statistics that in the year of 2004 about 134. 4 billion gallons of oil have been used as fossil fuel. Well that was the one example from the year of 2004 but how about today? This is the fact that shows our everyday use of fuel and causation of air pollution in this environment, also the rest of the world. Cause 2: Another example that causes the air pollution is the smoke that comes from factory that burns oil to produce things or products. In the city or other places many factories produce smokes when the machines build products. Well one way it’s easier for human kinds not to work very hard because the machines are producing and doing the half of the jobs, however in another way the machines needs oil or other fuel source to run and which leads to produce smoke. This smoke goes out to the atmosphere and mixes with the air to cause air pollution as many of us know. Therefore, as consequences this cause leads to effects of human kind. Effect: There are many ways people get effect/impacted in their body for the cause of air pollution. And today almost everyone knows what asthma is, but doesn’t know, especially those who have lack of education problems, what’s the process or the condition to get affected with it in our human body. Moreover, when we inhale Oxygen from an area with very high level of air pollution can cause to get asthma, and have problems with breathing in and out. Conclusion: In conclusion, today I’ve informed you all, about the two causes and an effect of air pollution in our environment and world. The causes of transportations and factories smoke, burning fuels, leads to air pollution. And as consequences many of us victimize to asthma in our body. I hope this will give you guys more idea about air pollution and how does it altering our human kinds.

Saturday, March 7, 2020

Removal of Ten Commandment Displays essays

Removal of Ten Commandment Displays essays The possible removal of the Ten Commandment displays may be the worst thing to happen to our country. In the past few years there have been too many issues about why certain words of God are included in purely governmental type documents and, such as this case on displays. When these documents were written, our country was very biblical and religious. The reason our country even exists is primarily religious. Most of the first settlers who came to the United States came because they were seeking religious freedom. Yes, they wanted to separate the state from the church, but they wanted that so that we, all of us, could have the freedom to choose our own religion. They provided us with the ability to be Christian, Pagan, or Atheist; the very ability to protest against these historical monuments. They included God in these things because He was, is, and always will be, and should be a part of things, even the government. The Founding Fathers separated church and state because they were abusing each other not because they do not need support from one another. At the time the first seekers of religious freedom settled in America, citizens had to pay a certain amount of money to the church, and the government decided what religion all their citizens would be. If you practiced other religions you would be persecuted. The Fathers separated the church and state because they were corrupt and powerful together. Not because they should not get help from one another. How much has the crime in this country increased since they took prayer out of schools? Since teacher started teaching about evolution, yet are not allowed to teach about God? Why are Christian beliefs wrong, and Atheist beliefs right? Christians have been fighting a long battle to keep their morals and beliefs alive and Atheists have fought even harder to shoot them down. What is wrong with having faith? Put aside the fact that the Commandments are from the Bible and look a...

Thursday, February 20, 2020

Pharisees and Sadducees Essay Example | Topics and Well Written Essays - 1000 words

Pharisees and Sadducees - Essay Example The Pharisees were the flag bearers of the Mosaic law (The Torah). They also fought with Judas Maccabeus for the cause of religious freedom. It is said that they increased in numbers and had considerable clout during the Roman period, and as a result they became the most popular party. A number of Pharisees gave stress on the formal aspects of religion but didn't pay much heed to the spiritual (cf. Matthew 23). Nevertheless they do believed in the existence of angels, demons, the resurrection of the body, and the existence of heaven and hell (Acts 23:7-8). They had a very firm belief that they are the chosen people by God and are the keepers of the Law and the Messiah would come to them one day. According to the 'Random House Dictionary of the English Langauge' 'Sadducee' is a member of an ancient Palestinian sect that differed from the Pharisees chiefly in interpreting the bible literally, rejecting oral laws and traditions, and denying an afterlife and the coming of the Messiah. It is believed that the term possibly derived from the founder, Zadok. They were the leading party of the rich, wealthy, aristocrats and the priestly class. They also indulged themselves in diplomacy and making foreign relations. The Pharisees socially were common people, the figure of authority in them was the 'Disciples of the Wise' they had a selective attitude to Hellenism, as regarding their attitude to hasmoneans they were opposed to usurpation of monarchy, they believed in free will, angels and afterlife, they believed in Sophisticated scholarly interpretations of the Bible, written Torah and also advocated application of priestly laws to non-priests. In contrast to them the Sadducees came from the background of Priests and aristocrats, the figure of authority in them were the priests, they were for Hellenism, opposed usurpation of priesthood by non-Zadokites , they advocated free will but didn't believe in angels and afterlife. They had a Literalist attitude towards the Holy Bible but didn't believe in the oral Torah, they laid emphasis on priestly obligations. The Pharisees as well as Sadducees followed the Luni Solar Calendar. Within the ministry of Jesus the Pharisees had many confrontations with him, as their beliefs were entirely opposed to what the Jesus preached. Jesus openly violated many of their oral laws. "He mixed freely with tax collectors and sinners, making Him ceremonially unclean (Luke 7:39). He ate and drank with them, and was called a glutton and a drunkard (Luke 7:34). He ate with ceremonially unclean hands (Luke 11:38). He broke their Sabbath laws by healing people, and gleaning corn to eat (Luke 13:14, Matthew 12:1-2). He forgave peoples' sins, which to the Pharisees was blasphemy (Luke 5:21). He also freely criticised the Pharisees for their hypocrisy and self righteousness (Luke 11:37-52). In the Pharisees' eyes, Jesus was guilty of law breaking and blasphemy. The idea of Jesus criticising them was an outrage (Luke 6:11). They also saw Him as a threat both to their popularity and their authority over the people (Luke 13:17). Because of this they plotted to kill Him. Throughout His min istry they questioned Him, trying to catch Him in His answers in order to hand Him over to the Roman Governor (Luke 11:53)." (Retrieved from 'The Law and the Sabbath' http://www.lastdays.org.uk/jesuspha.html 15 January 2009)

Tuesday, February 4, 2020

EFFECTIVE COMMUNICATION ASSIGNMENT Essay Example | Topics and Well Written Essays - 250 words

EFFECTIVE COMMUNICATION ASSIGNMENT - Essay Example Waving somebody through a traffic forms part of gestures in communication, the use of gesture diligently forms part of almost 60 % of effective communication because people use most of the body parts as more as words to communicate effectively. The use of gesture varies depending on culture and class within the society. Therefore, as in the above case, when the respondent turns and takes action through positive response towards an expressive interest of the sender, then effective communication said to have taken place. Besides, it is the belief between the two parties who are engaged in the communication process to point out whether the information has been rightfully communicated. Ultimately, the effectiveness of communication by waving out someone in traffic is, therefore, depended on positive action or reaction of the respondent. If there is no positive action then, it is deemed ineffective (Kopp and Wachsmuth171) Kopp, Stefan and Wachsmuth, Ipke. Gesture in embodied communication and human-computer interaction: 8th International Gesture Workshop, GW 2009, Bielefeld, Germany, February 25-27, 2009; revised selected papers. Berlin: Springer, 2010.

Monday, January 27, 2020

Tyre Manufacturing Company Analysis

Tyre Manufacturing Company Analysis INTRODUCTION: MADRAS RUBBER FACTORY is major tyre manufacturing company located in Chennai, southern part of India. It is successful and Indias biggesttyre manufacturing company and one of the best competitor in production of tyres worldwide. The MRF products are renowned for its quality andinnovation. It exports its products to more than 65 countries in America, Europe, Japan, Middle East, Japan and Pacific. HISTORY: In 1946, K.M. Mammen Mappillai started this company as a small toy balloon manufacturing unit in a shed. In 1949, the business started producing a variety of products like balloons, toys to industrial gloves and contraceptives. MRF was also established as first office at Thambu Chetty Street, Chennai, India. In 1952, manufacturing of tread-rubber started in that unit by installation of first machine and a rubber mill at that factory. In 1961, MRF established with Mansfield tire Rubber Company of USA and started manufacture of tyres with a huge success gained in tread-rubber. In 1964, the export business of tyres made in progress. At Beirut (Lebanon) an overseas office was established for the development export market. MRF muscleman is popularly known now but this year was his birth. In 1967, MRF has become the first Indian company to export tyres to USA. In the next 3 years MRF inaugurates Kottayam unit, a factory in Goa and Arakkonam plant. This was first company to produce Nylon tyres and gained huge commercial success. And later MRF Superlug-78 was introduced for heavy duty trucks, this largest selling truck tyre in the country. In 1980, MRF technically collaborated with B.F Goodrich Company of USA which was involved in development with NASA space-shuttle. In the year 1984, the turnover of company crossed 2 billion INR and the first India tyres produced by MRF for the fitment of MARUTI SUZUKI 800, which is first Indias small car. Nylogrip tyres were launched for two wheelers in next year. In 1986, National Institution of Quality Assurance recognised MRF against 20 tyre manufacturing companies worldwide. B.F. Goodrich Tyre Company has instituted 6 quality improvement awards to MRF. Due to the companys effectiveness in the market again the turnover has reached to 3 billion INR. Premium Nylon tyre was also launched in the year 1987. In 1989, once again MRF was awardedthe Visvesvaraya award for the bestbusiness company in South India. It is recognised for its quality and excellence in the market. Hasbro International (USA) and MRF collaborated with each other and Funskool India has launched in the year 1989. From 1993 to 1995, the turnover of company reached 10 billion INR to 15 billion INR. And MRF tyres were chosenfor fitment on Daewoo Cielo. Mr and Mrs Mammen Mapillai received gold medal for being first 2 employees of the company, in the golden jubilee year The first ever F3 car and Super Lug tyres for trucks,ZVTS tyres for passenger cars, Nylogrip Zapper for two-wheelers were launched. The rally team of MRF wins APRC rally for first time in the 2001, second time in the year 2003 and third time win in the year 2005. MRFs turnover crossed 30 billion INR in the year 2004 and 50 billion INR in the year 2006. In the year 2007, MRF won JD Power Award. A new type of tyres Super Lug 505 for the trucks was launched. Super Lug FS tyres were also launched because the customers had claimed to be provided them saving fuel. ZLSK tyres were launched. JD Power award was again won by MRF in the year 2008. AWARDS AND ACHIEVEMENTS: MRF achieved to be voted as Most Trusted Tyre Company in India by TNS 2006 global CSR study. JD POWER ASIA PACIFIC award was won by MRF for the customer satisfaction 6 times in last 7 years. CAPEXIL award was won by MRF for exports. MRF PRODUCT DESINGING PROCESS: The process in designing of the product starts directly from the regular customers. From each individual customer, the inputs are compiled Product Development Division or Vehicle specific requirement are received from the OE customers. A special team of 300 scientists and engineers work for MRF and gives its enormous strength in designing the product. First the customers inputs are collected and according to them the team works on to convert them into Design concept. The Cutting-Edge technologies are used in design validation and predictive testing is done before it leaves the drawing board. For new designs, this type of advancement had significantly brought down the time to market. Usage of advanced raw materials are tested and approved in NABL accredited laboratories of the company. MRF works for global suppliers very closely in using latest developments. At the time of approval and after the product is released in the market, the quality of materials used in manufacturing the tyres are closely monitored in the laboratories by the latest testing equipment. All MRFs factories are TS16949/ISO9001 certified in which validation testing and verification of prototypes is manufactured. Then indoor testing of tyres ensures toconform the testing of architecture tomeet MRFs standards and the national standards like BIS/JIS/ETRTO/TRA. Now the tyres are handed over to Vehicle Dynamics Group who makes the design and validates on the vehicle. Tests of tyres are done on testing tracks in a series at several speeds by pushing the limits of its capabilities. MRF ensuresthe tyres are tested successfully on all types of roads, race tracks, and companys laboratories. Only after completing these all various types of testing, the tyres are released to customers. MRF tyres are very much demanded by the customers for its quality and standards. There are 6 manufacturing units in India (GOA, MEDAK, TIRUVOTTIYUR, ARKONAM, PUDUCHERRY and KOTTAYAM.) PRODUCTS AND SERVICES: MRF is the leading manufacturing company of the tyres in various segments. Including tyres, Pretreads, Paints, Coats and Toys are diversified business interests of MRF. By innovation ofthe product and technology, each and every tyre that comes out is tested to weather the toughest conditions and the highest standards that take on any road. Customers are offered by a host of services of the MRF, they are helped from selecting the tyre of their choice to maintaining their vehicle. FUTURE PROJECTS: Radialisation in the tyre industry has become the most important factor in trucks and buses category. The future projects of MRF tyres are to produce radialisation in India. Radialisation can be explained as the most important innovation in the tyre technology. As radialisation was introduced in India since 1978, MRF had not reached to catch its pace according to its expectations in spite of several advantages like additional mileage, saving of fuel, improved driving. In India older vehicles had not suitable geometric fitment of radial tyres on Indian roads. But now the situation is completely different, for the passenger car type segment radialisation has reached to 98%. And for medium and heavy vehicles segment radialisation is 8%, LCV segment radialisation is estimated at 18%. The radialisation of trucks, buses and LCV tyres had started obtaining the momentum. MRF have kept its pace with the improvements of technology that radialisation signifies the art of tyres compared to be th e best in market. A special factory was started in Puducherry for manufacturing of radials. MRF tyres were chosen to use on FIAT UNO, OPEL ASTRA and FORD ESCORT because of its good quality in the market. MRF in India has collaborated with companies like Maruti, Mahindra Mahindra, Tata motors, and Gneral motors. PESTLE ANALYSIS OF MRF: This analysis is used in every type of business organisations. Let us consider on MRF company. There are 6 type of views considers in PESTLE analysis of this organisation, they are: POLITICAL FACTORS OF MRF: The company is politically strong for its high standards and quality assurance in this industry. As the company was started in 1946 before the independence of the country and it is first company which has got success in rubber industry. In 1956, MRF had become leader of market with 50% share of the tread-rubber in India with its good quality and high standards. Many multinational companies had to withdraw from tread-rubber business in India because of an MRFs effective hold on the market. In 1990, the 6th World Cup Boxing Championship was brought to Mumbai, India by MRF where 39 countries had participated. MRF Pace Foundation was setup in the year 1988. Dennis Lille is the director for that academy. Many pace bowlers trained at that foundation were selected to Indian cricket team. The company has all legally approved certifications and it maintains all the national standards. Company is succesfull in satisfying every one specially to the customers and rules and regulations of Indian Government. ECONOMICAL FACTORS OF MRF: By unressolving tax issues, the import duty on natural rubber is more as 20% and 10% as less as on finished tyres is unaddressed because of the issue of tax structure. Due to the increasing cost of raw materials tyre manufacturing companies profit is changing. As the materials based on natural rubber, crude and steel are historically volatility in prices. Domestic natural rubber has increased to 40%. The fact is known that 70% production of price is combines with the manufacturers. As there is a huge demand for tyres of TB category MRF has builded up expoting business with neighbouring countries like Sri Lanka and China. Globally this TB tyre segment has more demand for radial tyres. MRF is developing radialisation globally to protect share in international market, and also make complelete grip in Indian market. MRF has set up a factory at Puducherry for radial tyres. SOCIAL FACTORS OF MRF: Presently, small families are demanding for 2/4 wheelers for individuals. The sales of tyres has gained more in past decade. From upper class families with more than 1 car per family observed to be increasing demand of tyres exponentially, mainly in cities where woking couples find difficult to maintain them without more than 1 car. As we know that Indian middle class families are known for its savings frenzy has now been slowly warming up to an idea of EMI and buying on credit. Due to this factors, there is a enormous demand in passenger cars. MRF had gained high profits in providing customer needs in passenger car category.

Sunday, January 19, 2020

Deviance and Crime (Sociology)

One of the ways in which sociologists theorize deviance is through the control theory. This theory was first pioneered by Travis Hirschi in 1969. The control theory suggests that a person who does commit serious crimes is free of any emotional, social feelings and for those that do not commit crimes are able to control themselves to not commit crimes and behave in an acceptable manner in society without being a danger to others. Basically, this theory emphasizes that a person from birth is capable of acting in criminal behaviour, but the social factors affect a person from committing criminal acts or not.Within this theory there are four factors in which someone will not commit in any deviant behaviour. These factors are attachment, commitment, involvement and belief . Attachment applies to affection that a person has for their parents or friends, etc. and does not want to disappoint or hurt by involving themselves into delinquent behaviour. Commitment is used to describe what a pers on has to lose when they involve themselves in committing crimes, etc. such as having a high standing in society or whether they are in school or are employed.Involvement refers to the amount of time a person invests in something that keeps them busy such as any extracurricular activities, for example, which would prevent them from having the time to commit crimes. The final factor belief refers to a person’s own belief system and whether or not they choose to follow societal rules and that if they do believe in these rules, they would be less likely to act in a deviant manner. These bonds that are presented by Hirschi are meant to represent that they control our behaviour through social contraventions and are not necessarily laws that are within our society.Basically, this theory best describes the reasons in which deviance is theorized because it takes into effect all of the reasons in which a person would or would not act in a deviant manner. The four bonds that were menti oned above highlight the factors that are important in almost everyone’s lives and that if any of those are missing in our lives, it would lead us to act in devious ways. An example in which describes the way in which these social bonds can present hemselves when they are no longer there are described in the article â€Å"Key Idea: Hirschi’s Social Bond/Social Control Theory† when they describe how a person would still stop at a stop sign in the middle of nowhere with no other traffic and no police cars observing. This is a good example because it shows that a person is still worried about any possible implications that a bad decision would affect them. The control theory is a theory, which could best to explain deviance and why people act in a deviant manner. The reason why is that the manner in which people are raised and who they are surrounded by.For example, someone does not commit any crimes because of the fact that they have family and friends and conform to society’s rules so that they could continue to have the bonds that they have with their friends and family, but when that bond is broken, that leaves room for the person to partake in deviant acts. Some of the weaknesses that can be pointed out in this factor could be that some delinquents who are underage could possibly have less parental supervision and that they would be free to experiment with different things whether it is illegal or not.Another weakness in this theory is that a person is not essentially capable of committing criminal acts from birth, but there are events in a person’s life where they need or want to involve themselves in criminal acts. This theory is the better theory when describing deviance. This is the better theory because it takes into effect most of the reasons why a person would or would not take part in deviant behaviour. The four social bonds that are described within this theory are things that a person would hold dear and would not jeopardize these relationships or beliefs and feelings by partaking in criminal or deviant behaviour.

Saturday, January 11, 2020

Case Briefing and Problem Solving

Issue Spotters Delta Tools, Inc. , markets a product that under some circumstances is capable of seriously injuring consumers. Does Delta owe an ethical duty to remove this product from the market, even if the injuries result only from misuse? Why or why not? I think Delta Tools, Inc. doesn't owe an ethical duty to remove the product from the market unless the company doesn't warn its customers of the danger they can meet upon misuse of the product. If the company takes all the measures to warn their customers of the danger of the product once it's misused, customers have knowledge of the risk and voluntarily assume it.For example, the use of any antibiotics with the alcohol can lead to many harmful processes and activities. Nevertheless, pharmaceutical companies don't remove these products from the market because of that. It's a customer's responsibility to use the product properly. Case problems 8–1 Business Ethics. Jason Trevor owns a commercial bakery in Blakely, Georgia, that produces a variety of goods sold in grocery stores. Trevor is required by law to perform internal tests on food produced at his plant to check for contamination.Three times in 2008, the tests of food products that contained peanut butter were positive for salmonella contamination. Trevor was not required to report the results to U. S. Food and Drug Administration officials, however, so he did not. Instead, Trevor instructed his employees to simply repeat the tests until the outcome was negative. Therefore, the products that had originally tested positive for salmonella were eventually shipped out to retailers. Five people who ate Trevor's baked goods in 2008 became seriously ill, and one person died from salmonella.Even though Trevor's conduct was legal, was it unethical for him to sell goods that had once tested positive for salmonella? If Trevor had followed the six basic guidelines for making ethical business decisions, would he still have sold the contaminated goods? Why or why not? The issue in this case problem is whether Trevor's actions were unethical. In my opinion it was unethical for Jason Trevor to sell goods that had once tested positive for salmonella. Salmonella is a bacterium that can cause many illnesses.Two basic ethical approaches can be applied to this case. Firstly, Trevor should've thought about his customers from the religious position. He could've foreseen that products positive tested on salmonella would harm people inevitably. Secondly, he had to consider the outcome of this sale. He didn't think about the consequences that can follow. He acted negligent by letting his employees ship the products to the retailers. If Trevor followed the six basic guidelines for making ethical business decisions he would not have sold the contaminated goods to the public.Having five people seriously ill and one person died because of the contaminated products harms the name of the brand associated with this incident. Thus, company loses its custom ers and, as a result, part of the revenues. I think Trevor also should feel guilty about what happened to those people meaning that on the Conscience step, which is the 4th guideline, he would've reconsidered his actions and probably changed his mind. I guess he would've not been happy to be interviewed about the actions he was about to take.And the next step, which is Promises to his customers, would've made him doubt his decisions because of the trust of the customers that he held in his hands. And I am sure Trevor's hero would not have acted the way that can harm people. Thus, Trevor would not have sold the contaminated goods had he followed the basic guidelines for making ethical business decisions. Brody v. Transitional Hospitals Corporation United States Court of Appeals, Ninth Circuit, 280 F. 3d 997 (9th Cir. 2002). http://caselaw. findlaw. com/us-9th-circuit/1019105. html FACTS Jules Brody and Joyce T.Crawford filed a class action complaint against Transitional Hospitals Cor poration (THC) and its officers on August 28, 1997 accusing THC of unlawful insider trading after THC bought 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claimed that THC, in its March 19 and April 24 press releases, materially misled them about THC's intention to sell the company. The district court granted the defendant's motion to dismiss the claims. The plaintiffs appealed to the US Court of Appeal, Ninth Circuit.ISSUE Are Brody and Crawford the proper plaintiffs to sue THC for damages for violation of the statute and rule? regarding the insider trading? DECISION No. US Court of Appeal, Ninth circuit, affirmed the district court's decision to dismiss Brody and Crawford's complaint for failure to state a claim upon which relief can be granted. REASON The Court noted that plaintiffs did not meet a contemporaneous trading requirement, a judicially -created standing requirement, which specified in Section 14(e) and Rule 14e-3 that the plaintiffs must have traded in a company's stock at about the same time as the alleged insider.In addition, the Court decided that the plaintiffs' complaint must specify the reason or reasons why the statements made by THC in its press releases were misleading. Brody and Crawford argued that in order for statement not to be misleading, â€Å"once disclosure is made, there is a duty to make it complete and accurate†, for which the Court found no support in the case law. The case law? only prohibits misleading and untrue statements, not statements that are incomplete. FOOTNOTES: ? Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ § 78j (b), 78n (e), and 78t (a), and Rules 10b-5 and 14e 3, 17 C.F. R.  §Ã‚ § 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†) ? Rule 10b-5 and Section 14(e) Full case: BRODY v. TRAN SITIONAL HOSPITALS CORPORATION Jules BRODY; Joyce T. Crawford, Plaintiffs-Appellants, v. TRANSITIONAL HOSPITALS CORPORATION; Wendy L. Simpson; Richard L. Conte, Defendants-Appellees. No.? 99-15672. Argued and Submitted July 11, 2001. — February 07, 2002 Before: HALL, WARDLAW and BERZON, Circuit Judges. Jeffrey S. Abraham, New York, NY, for the plaintiffs-appellants. Mark R. McDonald, Morrison & Foerster, Los Angeles, CA, for the defendants-appellees.In this case we address several securities fraud issues, centering on whether a plaintiff must have traded at about the same time as the insider it allege violated securities laws. ? Jules Brody and Joyce T. Crawford brought suit against Transitional Hospital Corporation (â€Å"THC† or â€Å"the company†) and its officers claiming violations of the Securities and Exchange Act of 1934 (â€Å"Exchange Act†) and state law because the defendants both traded in reliance on inside information and released misleading public information. ? The district court granted the defendant's motion to dismiss for failure to state a claim. Brody and Crawford now appeal the district court's order on several grounds. BACKGROUND In determining whether the complaint states a claim upon which relief could be granted, we assume the facts alleged in the complaint to be true. ?Ronconi v. Larkin, 253 F. 3d 423, 427 (9th Cir. 2001). ? The facts alleged in the complaint are as follows: THC was a Nevada corporation that delivered long-term acute care services through hospitals and satellite facilities across the United States. ? In August 1996, the company announced its plan to buy back from time to time on the open market up to $25 million in company stock. Two months later, THC expanded the repurchase plan to $75 million. On February 24, 1997, Vencor, Inc. submitted to THC's board of directors a written offer to acquire the company for $11. 50 per share. ? THC did not disclose this offer publicly. ? Between February 26 and February 28, THC purchased 800,000 shares of its own stock at an average price of $9. 25 per share. ? This $7. 4 million buy-back was in addition to another $21. 1 million that THC had spent purchasing its stock in the three month period that ended on February 28, 1997. The plaintiffs do not allege that the total repurchase exceeded $75 million. THC issued a press release on March 19, 1997, detailing the progress and extent of its stock repurchase program. ? The press release did not mention Vencor or any other party's interest in acquiring THC. The plaintiffs argue that because of this omission, the March press release was misleading. On April 1, 1997, Vencor increased its offer to purchase THC to $13 per share. ? In the next few weeks, THC also received offers from two other competing bidders. ? On April 24, after receiving all hree offers, THC issued another press release, stating that the company had â€Å"received expressions of interest from certain parties who have i ndicated an interest in acquiring† it. ? The same document also stated that THC had hired â€Å"financial advisers to advise the company in connection with a possible sale. † ? The plaintiffs argue that this press release was also misleading; because it did not state that substantial due diligence had already taken place, that THC had received competing offers exceeding $13 per share, or that a THC board meeting would take place two days later to consider these offers.At the board meeting, the THC board voted to negotiate a merger agreement with Select Medical Corporation (â€Å"Select†). ? On May 4, THC publicly announced that it and Select had entered into a definitive merger agreement and that Select would purchase THC at $14. 55 per share. ? Vencor thereupon threatened a hostile takeover. ? To fend off that maneuver, THC ultimately agreed, on June 12, to a takeover by Vencor rather than Select, at $16 per share. Brody and Crawford sold shares at times that sa ndwich the April 24 press release. ? Two days before that press release was issued, Crawford sold 500 shares at $8. 75 per share. ? Brody sold 3,000 shares of THC stock at $10. 50 per share on April 24, just after the press release was made public. ? The plaintiffs argue that had they not been misled by THC, they would have held onto their shares, and benefitted from their subsequent increase in value. Brody and Crawford filed a class action complaint against THC and its officers on August 28, 1997. ? In addition to alleging violations of Nevada state law, Brody and Crawford alleged violations of Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ §? 78j(b), 78n(e), and 78t(a), and Rules 10b-5 and 14e 3, 17 C.F. R.  §Ã‚ §? 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†). ? These claims focus on two aspects of THC's course of action: Brody and Crawford accuse the company of illegal insider trading beca use THC repurchased 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claim that THC, in its March 19 and April 24 press releases, materially misled them about THC's progress toward its eventual merger.The district court dismissed all of Brody and Crawford's claims. ? In so doing, the district court held that Brody and Crawford are not proper parties to assert any insider trading claims, as Brody and Crawford did not trade contemporaneously with THC. In addition, the district court decided that the plaintiffs failed to state a claim under Rule 10b-5 or any other law based on materially misleading information, as the press releases were not misleading under the applicable standards. The plaintiffs appeal these aspects of the district court's dismissal. We review de novo the district court's dismissal for failure to state a claim pursuant to Federal Rule of Procedure Rule 12(b)(6). ?Zimmerman v. City of Oakland, 255 F. 3d 734, 737 (9th Cir. 2001). DISCUSSION A.? Insider Trading As they pertain to insider trading, Section 10(b), Rule 10b-5, Section 14(e) and Rule 14e-3 make it illegal in some circumstances for those possessing inside information about a company to trade in that company's securities unless they first disclose the information. See, e. g. , United States v. Smith, 155 F. 3d 1051, 1063-64 (9th Cir. 998). ? This type of prohibition is known as an â€Å"abstain or disclose† rule, because it requires insiders either to abstain from trading or to disclose the inside information that they possess. The district court dismissed the insider trading claims, holding that the named plaintiffs could not assert them because they did not trade contemporaneously with THC. On appeal, Brody and Crawford argue that nothing in the applicable securities laws requires investors to have traded contemporaneously with insiders in order t o maintain a suit for insider trading. In addition, they argue that even if such a requirement exists, they in fact did trade contemporaneously with THC. 1.? Section 10(b) and Rule 10b-5 Neither section 10(b)1 nor Rule 10b-52 contain an express right of action for private parties. ? The Supreme Court has held, however, that proper plaintiffs may sue for damages for violation of the statute and rule. ? See Superintendent of Ins. v. Bankers Life and Cas. Co. , 404 U. S. 6, 13 n. 9, 92 S. Ct. 165, 30 L. Ed. 2d 128 (1971). Because neither the statute nor the rule contains an express right of action, they also do not delineate who is a proper plaintiff. ? In the absence of explicit Congressional guidance, courts have developed various â€Å"standing† limitations, primarily on policy bases. 3 For example, in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 95 S. Ct. 1917, 44 L. Ed. 2d 539 (1975), the Supreme Court held that to bring an insider trading claim under Rule 10b-5, a plaintiff must have traded in the same stock or other securities as the insider trader. The contemporaneous trading requirement, at issue in this case, is another judicially-created standing requirement, specifying that to bring an insider trading claim, the plaintiff must have traded in a company's stock at about the same time as the alleged insider. ?In Neubronner v. Milken, 6 F. 3d 666, 669 (9th Cir. 1993), the Ninth Circuit adopted a contemporaneous trading requirement for Section 10(b) and Rule 10b-5 actions. ? See also In re Worlds of Wonder Sec. Litig. , 35 F. 3d 1407, 1427 (9th Cir. 1994). Neubronner explained that two reasons animate this rule: First, â€Å"noncontemporaneous traders do not require the protection of the ‘disclose or abstain’ rule because they do not suffer the disadvantage of trading with someone who has superior access to information. † ? 6 F. 3d at 669-70 (quoting Wilson v. Comtech Telecommunications Corp. , 648 F. 2d 88, 94 95 (2d Ci r. 1981)). ? Second, the contemporaneous trading requirement puts reasonable limits on Section 10(b) and Rule 10b-5's reach; without such a limitation, an insider defendant could be liable to a very large number of parties. Id. at 670. Brody and Crawford offer two reasons why the contemporaneous trading rule adopted in Neubronner should not here apply. ? First, they argue that the rule does not make sense, as a matter of statutory interpretation. ? In other words, they request that we declare that Neubronner's interpretation of Section 10(b) and Rule 10b-5 was incorrect. ? Although the decision in Neubronner is not beyond debate, we do not consider the question further, as a Ninth Circuit panel may not overrule a prior Ninth Circuit decision. ?Hart v. Massanari, 266 F. 3d 1155, 1171 (9th Cir. 2001).Brody and Crawford attempt to avoid this precedential barrier by claiming that Neubronner's implementation of the contemporaneous rule was dictum, and therefore not binding on us. ? It wa s not. ?Neubronner explicitly described its ruling regarding the contemporaneous trading requirement as a â€Å"holding. † ? 6 F. 3d at 670. ? In addition, the determination was a necessary predicate for the case's ultimate conclusion that contemporaneous trading must be pleaded with particularity. ? Id. at 673. Brody and Crawford's second submission in avoidance of Neubronner is that United States v. O'Hagan, 521 U. S. 642, 117 S. Ct. 2199, 138 L.Ed. 2d 724 (1997), overruled Neubronner. ? That assertion is simply wrong. ? O'Hagan, which was a criminal case, addressed neither the contemporaneous trading requirement in private actions nor any other standing rule. ? Instead, by approving of an expansive concept of who qualifies as an insider under Section 10(b), the Supreme Court in O'Hagan clarified that more defendants may be liable under Section 10(b) than some courts have previously thought. ? Id. at 650, 117 S. Ct. 2199. ? In so doing, the Supreme Court did not alter pre-e xisting notions concerning whom insiders harm when they trade based on privileged information. Brody and Crawford next argue that even if the Section 10(b) and Rule 10b-5 contemporaneous trading requirements remain, the court should define contemporaneous trades as trades that take place within six months of one another. ? Under this definition, Brody and Crawford would have standing, as they sold their stock just under two months after they allege THC bought the large block of stock in February. [3]? In Neubronner, this court did not decide the length of the contemporaneous trading period for insider trading violations under Section 10(b) and Rule 10b-5, 6 F. d at 670, nor has this court decided the question since. ? Because the two-month time period presented by the facts of this case exceeds any possible delineation of a contemporaneous trading period, it is not necessary in this case either to define the exact contours of the period. ? We simply note that a contemporaneous tradi ng period of two months would gut the contemporaneous trading rule's premise-that there is a need to filter out plaintiffs who could not possibly have traded with the insider, given the manner in which public trades are transacted. 2.?Section 14(e) and Rule 14e-3 Brody and Crawford also argue that the district court erred in dismissing their claims under Section 14(e)4 and Rule 14e-35 by holding that insider trading actions brought under Section 14(e) and Rule 14e-3 must also conform to a contemporaneous trading requirement. ? In making this argument, the plaintiffs urge that we hold for them on two matters of first impression: (1) whether a private right of action exists under Rule 14e-3; and (2) if a private right of action does exist, whether it contains a contemporaneous standing requirement. We can assume, without deciding, that a private right of action exists under Rule 14e-3, for we see no reason why the same contemporaneous trading rule that applies under Rule 10b-5 would n ot apply in such an action. ?As noted, this court has definitively adopted a contemporaneous trading requirement under Rule 10b-5. ? Although Rule 14e-3 differs in some respects from Rule 10b-5, (and was adopted in order to plug some holes the SEC perceived in Rule 10b-5),6 its core, like the core of Rule 10b-5, is an â€Å"abstain or disclose† requirement. And, as is true of the â€Å"abstain or disclose† requirement of Rule 10b-5, the similar requirement of Rule 14e-3 is designed to prevent the disadvantage that inheres in trading with an insider with superior access to information. ?45 Fed. Reg. 60411-12 (1980). ? So we would have to have some excellent reason to adopt a different standing rule under Rule 14e 3 from the one we use under Rule 10b-5. ? We are convinced that there is no basis for drawing such a distinction. The best candidate appellants have advanced as a basis for differentiating the standing requirement under the two Rules is Plaine v. McCabe, 797 F. d 713 (9th Cir. 1986). ?Plaine held that a plaintiff suing under Section 14(e) need not have traded at all, let alone contemporaneously. ? Id. at 718. The fulcrum of Plaine was a distinction suggested by Piper v. Chris-Craft Indus. , Inc. , 430 U. S. 1, 38-39, 97 S. Ct. 926, 51 L. Ed. 2d 124 (1977), between the types of shareholder protections contained in Sections 10(b) and 14(e): Piper noted that while Section 10(b) was enacted to protect only individuals who actually traded in stocks, Section 14(e) can be understood as protecting not only those who buy or sell stocks but also shareholders who decide not to trade. 430 U. S. at 38-39, 97 S. Ct. 926. ? Because Rule 14e-3 was promulgated under Section 14(e), the argument that a plaintiff who alleges insider trading under Section 14(e) or Rule 14e-3 need not worry about the contemporaneous trading requirement-because he need not have traded at all-has some initial plausibility. On a closer examination, however, Plaine does not speak to the issue at hand. Rather, Plaine focused only on non-insider trading claims brought under Section 14(e), and did not consider the standing requirements for an insider trading claim brought under Rule 14e-3. Section 14(e) broadly prohibits â€Å"fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer;† it does not contain any specific reference to insider trading. ? Rule 14e-3, on the other hand, focuses on one type of behavior, insider trading, whose prohibition is thought to prevent fraudulent, deceptive, or manipulative acts. ? See O'Hagan, 521 U. S. at 672-73, 117 S. Ct. 2199. ? In accordance with its specific, prophylactic focus, Rule 14e-3 applies to a different set of behaviors than does Section 14(e): Section 14(e) centers on the actual tender offer, whereas Rule 14e-3 regulates illegal insider trading that takes place while a tender offer is under consideration. ? As appellants' brief states, â€Å"[a]ll the elements of a Sec tion 14(e)/Rule 14e-3 insider trading violation are supplied by the language of Rule 14e-3. A comparison of the facts in Plaine with the facts in this case illustrates the difference between the Section 14(e) claim considered in Plaine and the Rule 14e-3 claim considered here. ? Plaine held shares in a company subject to a tender offer. ? She complained that false information in proxy materials had induced other shareholders to tender their shares. ? Because so many other shareholders tendered their shares, the merger went through at a price Plaine viewed as inadequate. Although Plaine did not tender her shares, the court ruled that she alleged injury occurring as a result of fraudulent activity in connection with a tender offer and had standing to assert her claim. ?797 F. 2d at 717. ? Plaine did not, however, allege insider trading, and therefore could not have made out a claim under Rule 14e-3. Brody and Crawford, on the other hand, did allege insider trading but did not allege t hat THC manipulated the tender offer process through the use of false information or by any other means. ? As such, the facts in the current case present a very different situation than that presented in Plaine. The circumstances do, however, bear a much closer resemblance to those in Neubronner, a Rule 10b-5 case centering around accusations of insider trading in violation of an abstain-or-disclose requirement. ? See Neubronner, 6 F. 3d at 667. Despite the similarities of the issues here and in Neubronner and between Rules 10b-5 and 14e-3, as applied to insider trading allegations, Brody and Crawford emphasize the differences between the Rules. ? Unlike Rule 10b-5, Rule 14e-3 does not require proof that a person traded on information obtained in violation of a duty owed to the source of the inside information. Instead, Rule 14e-3(a) creates a duty for a person with inside information to abstain or disclose â€Å"without regard to whether the trader owes a pre-existing fiduciary du ty to respect the confidentiality of the information. † ? O'Hagan, 521 U. S. at 669, 117 S. Ct. 2199 (quoting United States v. Chestman, 947 F. 2d 551, 557 (2d Cir. 1991) (en banc)). ? Although Rule 14e-3 thus expands the notion of who is an insider, it does not follow that the Rule also expands the class of shareholders who may complain when an insider trades without disclosing insider information. As a result, the fact that Rule 10b-5 and Rule 14e-3 are not identical does not lead to the conclusion that one has a contemporaneous trading requirement and the other does not. More importantly, perhaps, in this case, the allegation is that THC traded in its own stock on the basis of inside information. ? Such allegations would state a â€Å"†¦Ã¢â‚¬Ëœtraditional’ or ‘classical’ theory of insider trading liability [under] Rule 10b-5 based on ‘a relationship of trust and confidence between the shareholders of a corporation and those insiders who have obtained information by reason of their position with that corporation. †¦Ã¢â‚¬  ? O'Hagan, 521 U. S. at 651-652, 117 S. Ct. 2199 (quoting Chiarella, 445 U. S. at 228, 100 S. Ct. 1108). ? As such, this case is one that could be-and indeed, was-brought under both Rule 10b-5 and Rule 14e-3, and as to which any differences between the two rules regarding the necessary relationship between the insider and the source of information is not relevant. Brody and Crawford note another reason that, they argue, suggests an expansive reading of Rule 14e-3 is appropriate. In O'Hagan, the Supreme Court ruled that the SEC is permitted to promulgate rules under Section 14(e), such as Rule 14e-3, that prohibit acts not themselves fraudulent under the common law if the rules are reasonably designed to prevent acts that are. ?521 U. S. at 671-73, 117 S. Ct. 2199. ? This authority derives from the prophylactic rule-making power granted to the SEC by Section 14(e), a power that has no parallel in S ection 10(b). ?Id.That the SEC had more power to protect investors when it promulgated Rule 14e-3 than it did when it promulgated Rule 10b-5 does not mean, however, that the SEC exercised that power so as to protect noncontemporaneous traders under Rule 14e-3. ? And, in fact, what evidence there is demonstrates that the SEC did not intend to protect investors who could not have possibly traded with the insiders. In O'Hagan, the Supreme Court quoted at length from and afforded deference to the SEC's explanation of why it promulgated Rule 14e-3. Part of the Federal Register excerpt quoted in O'Hagan stated: The Commission has previously expressed and continues to have serious concerns about trading by persons in possession of material, nonpublic information relating to a tender offer. ? This practice results in unfair disparities in market information and market disruption. ? Security holders who purchase from or sell to such persons are effectively denied the benefits of disclosure a nd the substantive protections of the [legislation that includes Section 14(e)]. 21 U. S. at 674, 117 S. Ct. 2199 (quoting 45 Fed. Reg. 60412 (1980)). This quotation evinces a particular concern for those who â€Å"purchase from or sell to† insiders, and suggests that these shareholders, and not others who trade later, are the intended beneficiaries of Rule 14e-3. ? The contemporaneous trading requirement, designed to limit the class of potential plaintiffs to only those who could have possibly traded with the insider, is therefore precisely congruent with the SEC's expressed purpose in promulgating Rule 14e-3.In sum, Rule 10b-5 and Rule 14e-3 contain similar insider trading prohibitions, triggered by similar concerns. ? While Rule 14e-3 focuses on the tender offer context, the background history and language of Rule 14e-3 indicate that the Rule does not alter the premise that a shareholder must have traded with an insider or have traded at about the same time as an insider t o be harmed by the insider's trading. ? We conclude that there is no principled distinction between Rules 10b-5 and 14e-3 as regards the need for a contemporaneous trading allegation.We therefore extend the contemporaneous trading requirement to insider trading actions brought under Section 14(e) and Rule 14e-3 actions. ? Because Brody and Crawford traded nearly two months after they allege THC traded, they did not trade contemporaneously with THC. The district court was correct in dismissing their Rule 14e-3 insider trading claims. B.? Misrepresentation We next consider a different set of concerns addressed by the securities laws: Rule 10b-5 and Section 14(e)'s explicit prohibition against the making of untrue or misleading statements. The plaintiffs do not maintain that either press release issued by THC was untrue. ? They do argue, though, that THC violated the prohibitions against making misleading statements when it issued the two press releases here at issue. ? In order to sur vive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs' complaint must specify the reason or reasons why the statements made by THC were misleading. ?15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429.As an initial matter, Brody and Crawford correctly assert that a statement that is literally true can be misleading and thus actionable under the securities laws. ? See In re GlenFed Sec. Litig. , 42 F. 3d 1541, 1551 (9th Cir. 1994). ? But they err when they argue that in order for a statement not to be misleading, â€Å"once a disclosure is made, there is a duty to make it complete and accurate. † This proposition has no support in the case law. ?Rule 10b-5 and Section 14(e) in terms prohibit only misleading and untrue statements, not statements that are incomplete.Similarly, the primary case upon which Brody and Crawford rely for their innovative completeness rule su pports only a rule requiring that parties not mislead. ? Virginia Bankshares, Inc. v. Sandberg, 501 U. S. 1083, 1098 n. 7, 111 S. Ct. 2749, 115 L. Ed. 2d 929 (1991). ? Often, a statement will not mislead even if it is incomplete or does not include all relevant facts. 8 ? Further, a completeness rule such as Brody and Crawford suggest could implicate nearly all public statements potentially affecting securities sales or tender offers. No matter how detailed and accurate disclosure statements are, there are likely to be additional details that could have been disclosed but were not. ? To be actionable under the securities laws, an omission must be misleading; in other words it must affirmatively create an impression of a state of affairs that differs in a material way from the one that actually exists. ? See McCormick v. The Fund American Cos. , 26 F. 3d 869, 880 (9th Cir. 1994).We conclude that neither Rule 10b-5 nor Section 14(e) contains a freestanding completeness requirement; th e requirement is that any public statements companies make that could affect security sales or tender offers not be misleading or untrue. ? Thus, in order to survive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs' complaint must specify the reason or reasons why the statements made by THC were misleading or untrue, not simply why the statements were incomplete. 15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429. ?Brody and Crawford's allegations do not comport with this requirement. ? They allege, first, that the press release issued on March 19 was misleading because it provided information about THC's stock repurchase program but did not contain information regarding THC's possible takeover. ? Although Brody and Crawford specify what information THC omitted, they do not indicate why the statement THC made was misleading. ? If the press elease had affirmatively intimat ed that no merger was imminent, it may well have been misleading. ? The actual press release, however, neither stated nor implied anything regarding a merger. ?Brody and Crawford also claim that THC's second press release, issued on April 24, was misleading. ? Again, the plaintiffs do not argue that the press release was untrue. ? Instead, they argue that it was misleading because it stated generally that THC had received â€Å"expressions of interest† from potential acquirers, when in fact it had received actual proposals from three different parties. Importantly, the complaint does not provide an explanation as to why this general statement was misleading, nor is it self-evident that it was. A proposal is certainly an â€Å"expression of interest. † ? Moreover, the press release did not simply state that there had been vague â€Å"expressions of interest;† it went on to state that the â€Å"expressions† were â€Å"from certain parties who have indicate d an interest in acquiring either the entire company or in acquiring the company, with the company's shareholders retaining their pro rata interests in Behavioral Healthcare Corporation [a THC subsidiary]. ? This specificity concerning the nature of the parties' proposals certainly suggests that something more than preliminary inquiries had taken place. Further, the press release additionally stated that the â€Å"Board of Directors has engaged financial advisors to advise the company in connection with a possible sale. † ? This additional information again suggested proposals that were concrete enough to be taken seriously. ? And the reference to multiple parties contained in the press release suggests an ongoing auction for THC was taking place with at least two participants.In short, the press release did not give the impression that THC had not received actual proposals from three parties or otherwise mislead readers about the stage of the negotiations. ? Instead, althoug h the press release did not provide all the information that THC possessed about its possible sale, the information THC did provide-and the reasonable inferences one could draw from that information-were entirely consistent with the more detailed explanation of the merger process that Brody and Crawford argue the press release should have included. Put another way, Brody, if he read the press release, would have been on notice, before he sold his shares, of the distinct possibility that the value of the shares would increase in the near future because of a takeover contest. 9 [11] Because Brody and Crawford have not alleged facts indicating that THC's April 24 press release was misleading, the district court properly dismissed that aspect of the plaintiffs' complaint. CONCLUSION Brody and Crawford have not met the contemporaneous trading requirements necessary to have standing in the insider trading claims they assert. Additionally, they have failed properly to allege misrepresentat ion against THC. As a result, we affirm the district court's decision to dismiss Brody and Crawford's complaint for failure to state a claim upon which relief could be granted. AFFIRMED FOOTNOTES 1. ?Section 10, in relevant part, states: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-?..... b)? To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. 2. Rule 10b-5 states: It shall be unlawful for any person, directly or indirec tly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,(a)? To employ any device, scheme, or artifice to defraud,(b)? 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 were made, not misleading, or(c)?To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 3. ?These â€Å"standing† limitations are not, of course of the constitutional variety, grounded in Article III of the Constitution, but simply delineate the scope of the implied cause of action. 4. ?Section 14(e) states: It shall be unlawful for any person to make any untrue statement of a material fact or omit to tate any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. ? The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative. . ?Rule 14e-3(a) states:(a)? If any person has taken a substantial step or steps to commence, or has commenced, a tender offer (the â€Å"offering person†), it shall constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is non public and which he knows or has reason to know has been acquired directly or indirectly from:(1)? The offering person,(2)? The issuer of the securities sought or to be sought by such tender offer, or(3)?Any officer, director, partner or employee or any other person acting on behalf of the offering person or such issuer, to purchase or sell or cause to be purchased or sold any of such securities or any securities convertible into or exchangeable for any such securities or any option or right to obtain or to dispose of any of the foregoing securities, unless within a reasonable time prior to any purchase or sale such information and its source are publicly disclosed by press release or otherwise. 6. ?Chiarella v. United States, 445 U. S. 222, 100 S. Ct. 1108, 63 L. Ed. d 348 (1980), considered, but did not decide, the viability of a misappropriation theory of liability under Rule 10b-5. ?445 U. S. at 235-37, 100 S. Ct. 1108. ?(A misappropriation theory extends liability to some parti es who trade in a company's securities on the basis of confidential information but who have no special relationship with the company's shareholders. ) Following Chiarella, the SEC promulgated Rule 14e-3, which clearly creates liability for insiders who trade in connection with a tender offer and do not disclose the inside information, regardless of their relationship to the shareholders or the source of the information. Then in 1997, the Supreme Court decided O'Hagan, answering the question left open by Chiarella and deciding that Section 10(b) and Rule 10b-5 do create liability under a misappropriation theory. ?521 U. S. at 650, 117 S. Ct. 2199. ? The upshot is that Rules 10b-5 and 14e-3 largely overlap with regard to the scope of insider trader liability, although they differ in some respects not here pertinent. ? See p. 1004, infra. 7. As we discuss below, in O'Hagan the Supreme Court approved Rule 14e-3 as a prophylactic rule designed to prevent core violations of Section 14(e) . ? See p. 1004, infra. 8. ?For example, if a company reports that its sales have risen from one year to the next, that statement is not misleading even though it does not include a detailed breakdown of the company's region by region or month by month sales. 9. ?We note that Crawford sold his shares before the April 24 press release, so he could not have been influenced in his trading by the release. BERZON, Circuit Judge.