The U.S. Supreme Court held today in Lorenzo v. SEC, No. 17-1077 (2019), that dissemination of false or misleading statements with an intent to defraud can fall within the scope of Rules 10b-5(a) and (c) of the Securities Exchange Act, as well as the relevant statutory provisions, even if the disseminator did not “make” the statements and consequently falls outside Rule 10b-5(b).

As the director of investment banking in a brokerage firm, petitioner Francis Lorenzo sent two emails about an investment to prospective investors, misrepresenting the value and financial condition of the company. The content of the emails was supplied by the CEO, and the emails were sent “on behalf of” the CEO of the brokerage firm, but they were signed by Lorenzo and encouraged investors to contact him with any questions.

This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.

To view this content, please continue to their sites.

Not a Lexis Subscriber?
Subscribe Now

Not a Bloomberg Law Subscriber?
Subscribe Now

Why am I seeing this?

LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.

For questions call 1-877-256-2472 or contact us at [email protected]