Tischler v. Baltimore Bancorp, 801 F.Supp. 1493 (D.Md.1992). While fraud is not necessarily an element of Section 13(d), Mates nonetheless has alleged that the Defendants have acted with fraudulent intent. In fact, the essence of the entire complaint concerns Defendants’ alleged scheme to negotiate a secret financing deal that amounted to an insider transaction, file misleading documents with the SEC, and make use of a “sham vote” to remove Mates from her position on the board of directors. Thus, it is clear that fraud lies at the core of her action. As such, Rule 9(b) of the Federal Rules of Civil Procedure applies to her claims of federal securities laws violations. See Fed.R.Civ.P. 9(b) (applying to “all” averments of fraud); Melder v. Morris, 27 F.3d 1097, 1100 n. 6 (5th Cir.1994) (<HOLDING>); Hershey v. MNC Financial, Inc., 774 F.Supp.
holding that rule 9b applies to fca holding that specific details about time place and substance of the fraud satisfy rule 9b holding that rule 9b applies to  11 and 12a2 under the act despite fraud not being an element since they are grounded in fraud holding that fraud creates an exception to the rule holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud