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 did not "make"
a false statement under Rule 10b-5(b) may nonetheless be liable
under Rule 10b-5(a) or (c) if he or she disseminates a false
statement with intent to defraud.1 In so holding, the
Court expanded the scope of "scheme liability" under the
antifraud provisions of the federal securities laws, strengthening
the hand of the SEC and private litigants to pursue a broader group
of actors on the basis of allegedly false statements.
Prior to the Lorenzo decision, a number of circuit
courts of appeal had held—citing the Supreme Court's
Janus decision—that only "makers" of a
false statement were liable under Rule 10b-5, because subsection
(b) of that Rule specifically addresses "untrue
statement[s]." In Lorenzo, which concerned an
investment
