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The U.S. Supreme Court’s March 27, 2019 decision in Lorenzo v. SEC held that an individual who disseminates a misleading statement with an intent to defraud can be liable for employing a fraudulent scheme or engaging in a deceptive act or practice under the federal securities laws, even if that same person could not be liable as the “maker” of the misleading statement. The Supreme Court’s decision in Lorenzo resolved a 3-2 Circuit split, but also raises new questions about the scope of potential liability under the federal securities laws for non-speakers. For example, what, if any, conduct other than a knowing dissemination of a false and misleading statement can expose a non-speaker to liability? And which actors who were not in zone of liability prior to Lorenzo are now potentially at risk?
In this Briefing, you will hear from three securities litigation experts, Susan E. Hurd, Melissa Gworek and Timothy J. Fitzmaurice of Alston & Bird LLP, who will discuss the Lorenzo decision and its ramifications. Specific issues to be addressed include:
- What impact will Lorenzo have on private securities lawsuits and SEC enforcement actions?
- What remains of the Supreme Court’s Janus decision?
- How are lower courts likely to interpret and apply Lorenzo?
Program Level: Update
Intended Audience: In-house counsel, outside attorneys, investment managers, bankers, corporate officers, and other allied professionals involved with securities regulation compliance
Advanced Preparation: None