News & Analysis as of

Investment Banks Fines Lorenzo v SEC

Skadden, Arps, Slate, Meagher & Flom LLP

In Malouf, Tenth Circuit Applies Supreme Court’s Lorenzo Decision

On August 13, 2019, in the first case by a U.S. Court of Appeals to apply the U.S. Supreme Court’s recent decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), the U.S. Court of Appeals for the Tenth Circuit held that the...more

Carlton Fields

Supreme Court Casts a Wide Net with Rule 10b-5

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The U.S. Supreme Court recently held that someone doesn’t need to have “made” a false or misleading statement to have primary liability under the securities fraud rules. ...more

Hogan Lovells

Supreme Court expands liability for false statements under the federal securities laws

Hogan Lovells on

On March 27, the Supreme Court issued its much-anticipated decision addressing whether someone who is not the "maker" of a misstatement can nonetheless be primarily liable for fraud under the federal securities laws, when the...more

Robins Kaplan LLP

SCOTUS Opens Door to Potential Expansion of Rule 10b-5 Liability for Misstatements

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On March 27, 2019, Justice Breyer, writing for a six-Justice majority of the Supreme Court, issued a decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), holding that one who knowingly distributes a material misstatement can...more

King & Spalding

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

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On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Husch Blackwell LLP

U.S. Supreme Court Expands Potential For Liability In Capital Market Transactions

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On March 27, 2019, the Supreme Court, in Francis V. Lorenzo v. Securities and Exchange Commission, held (in a 6-2 decision) that a person who (i) knowingly disseminates false and misleading statements to prospective investors...more

K&L Gates LLP

Supreme Court Wades Into Circuit Split, Endorses Broader View of "Scheme Liability" for Disseminating False Statements

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On Wednesday, March 27, 2019, the U.S. Supreme Court ruled in favor of the Securities and Exchange Commission (“SEC”) and endorsed a broad view of so-called “scheme liability” under SEC Rule 10b-5(a) and (c)....more

Jones Day

Supreme Court Expands Securities-Fraud Scheme Liability

Jones Day on

The dissemination of false or misleading information can give rise to primary liability. In Lorenzo v. Securities and Exchange Commission, the Supreme Court held that someone who (with intent to defraud) disseminates a...more

White & Case LLP

Lorenzo v. SEC: Disseminating false information can create Rule 10b-5 liability even for those who did not "make" the false...

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On March 27, 2019, the Supreme Court issued its opinion in Lorenzo v. SEC, affirming the decision of the United States Court of Appeals for the District of Columbia. The Court held that "dissemination of false or misleading...more

BakerHostetler

SCOTUS Skirts Janus on Securities Liability for Distributing False or Misleading Information

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The Supreme Court of the United States recently upheld a broad interpretation of the antifraud rule of the federal securities laws that likely will have far-reaching implications for enforcement and civil actions....more

Kramer Levin Naftalis & Frankel LLP

The Supreme Court Broadens Liability for False Statements Under Rule 10b-5 to “Disseminators”

In its 2011 Janus decision, the Supreme Court emphasized that SEC Rule 10b-5 imposes liability for a false statement in connection with a securities transaction only on the “maker” of the statement, the “person or entity with...more

Latham & Watkins LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

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Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Locke Lord LLP

U.S. Supreme Court Expands Reach of 10b-5 Liability

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On March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange...more

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Holds That Knowing Dissemination of False Statements Made by Others Can Constitute Primary “Scheme...

In Lorenzo v. Securities & Exchange Comm., No. 17-1077, 2019 WL 1369839 (U.S. Mar. 27, 2019), the Supreme Court of the United States (Breyer, J.) held that an individual who did not “make” a false or misleading statement...more

Akin Gump Strauss Hauer & Feld LLP

U.S. Supreme Court: Disseminators of False Statements with Intent to Defraud can be Held Liable Under Securities Exchange Act Rule...

• The United States Supreme Court held that a disseminator of a false statement with intent to defraud can be held liable under subsections (a) and (c) of Rule 10b-5, §10(b) of the Exchange Act and §17(a)(1) of the Securities...more

Jackson Walker

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

Jackson Walker on

In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Snell & Wilmer

U.S. Supreme Court Expands Scope of SEC’s Anti-Fraud Rule in “Copy-Paste” Case

Snell & Wilmer on

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. Securities and Exchange Commission, Case No. 17-1077 (U.S. Mar. 27, 2019) that broadened the group of persons who could face primary liability for...more

Morrison & Foerster LLP

High Court Extends Reach Of Securities Fraud Rule 10b-5

On March 27, 2019, in Lorenzo v. U.S. Securities and Exchange Commission, the U.S. Supreme Court clarified that the types of conduct that violate the three subsections of SEC Rule 10b-5 are not mutually exclusive. The court...more

Burr & Forman

Cut-And-Pasters (Not Janus "Makers") Still Liable Under 10b-5(A), (C)

Burr & Forman on

Last week, the Supreme Court held that knowing distributors of another’s false statements still could be primarily liable under parts of Rule 10b-5, even though they didn’t “make” the statements under prior precedent....more

Proskauer Rose LLP

Supreme Court Holds that Persons Who Do Not “Make” Misstatements Can Nevertheless Be Liable for Other Securities-Fraud Violations

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The Supreme Court held today that persons who do not “make” material misstatements or omissions, but who disseminate them to potential investors with fraudulent intent, can be held to have violated other provisions of the...more

Bracewell LLP

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

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On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Cooley LLP

Blog: SCOTUS finds primary securities fraud liability for disseminating statements made by others with intent to defraud

Cooley LLP on

Last week, SCOTUS decided Lorenzo v. SEC, a case involving a claim that an investment banker was liable for securities fraud when, at the direction of his boss, he cut, pasted and disseminated to potential investors...more

Akerman LLP

A Rule Divided? Rule 10b-5’s Subsections Do Not Require Separate Conduct to Support Securities Liability

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On March 27, 2019, the United States Supreme Court issued a significant decision in the securities liability space. Justice Stephen Breyer’s opinion in Lorenzo v. Securities and Exchange Commission — joined by five of the...more

Dechert LLP

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

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Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

WilmerHale

Final Decision in Lorenzo v. SEC

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The Supreme Court yesterday took a significant step to expand the universe of actors who can be held liable for a false statement under the federal securities laws. The Supreme Court held in Lorenzo v. SEC that a person who...more

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