News & Analysis as of

Section 10(b)-5

Bass, Berry & Sims PLC

Key Enforcement Highlights from SEC Speaks 2019

by Bass, Berry & Sims PLC on

On April 5-6, 2019, the Securities and Exchange Commission (SEC) held its annual SEC Speaks Conference in Washington, D.C. Summarized below are several significant insights conveyed by SEC Staff that are instructive for...more

McDermott Will & Emery

Observations from the Enforcement Directors at SEC’s Annual Conference

by McDermott Will & Emery on

Enforcement Co-Directors Stephanie Avakian and Steven Peikin recently addressed notable enforcement decisions, actions and trends affecting public companies and regulated entities. On April 8 and 9, 2019, the US Securities...more

Miller Canfield

Insights from the 2019 SEC Speaks Annual Conference

by Miller Canfield on

The SEC Speaks conference held in Washington, D.C., on April 8-9, 2019 offered perspectives from the current Securities and Exchange Commission Chairman, Commissioners, Division Directors, and Staff about the current...more

Hogan Lovells

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

by 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

by Robins Kaplan LLP on

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

Foley & Lardner LLP

A Summary of Certain Recent Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019). On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more

King & Spalding

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

by King & Spalding on

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

by Husch Blackwell LLP on

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

by K&L Gates LLP on

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

by 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...

by White & Case LLP on

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

Pillsbury Winthrop Shaw Pittman LLP

Supreme Court: Intentionally Disseminating a False Statement One Did Not “Make” May Still Violate SEC Rule 10b-5

In a significant ruling, the U.S. Supreme Court has expanded the potential liability of those involved in disseminating material misrepresentations to potential investors—exposing them to primary liability under SEC Rule...more

BakerHostetler

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

by BakerHostetler on

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

by Latham & Watkins LLP on

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

by Locke Lord LLP on

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

by 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

by 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

by Morrison & Foerster LLP on

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)

by 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

Ropes & Gray LLP

Supreme Court Expands Scope of Liability for Securities Fraud

by Ropes & Gray LLP on

On March 27, 2019, the U.S. Supreme Court issued a 6-2 decision in Lorenzo v. SEC holding that an individual who is not a “maker” of a misstatement under Janus v. First Derivative Traders, 564 U.S. 135 (2011) can nonetheless...more

Murtha Cullina

Supreme Court Addresses “Cut and Paste” Securities Fraud Case

by Murtha Cullina on

Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more

Proskauer Rose LLP

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

by Proskauer Rose LLP on

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

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