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ARTICLE · 20 MAY 2019

‘Lorenzo v. SEC': SCOTUS Decides Misstatement Issue

Skadden, Arps, Slate, Meagher & Flom LLP
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The U.S. Supreme Court held yesterday in Lorenzo v. SEC, No. 17-1077 (2019), that dissemination of false or misleading statements with an intent to defraud ...

United StatesCorporate/Commercial Law
Jay B. Kasner
Jay B. Kasner
Scott D. Musoff
Scott D. Musoff
Susan L. Saltzstein
Susan L. Saltzstein
Colleen P. Mahoney
Colleen P. Mahoney
Andrew Lawrence
Andrew Lawrence

The U.S. Supreme Court held yesterday 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.

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