Lorenzo v. SEC. & Exch. Comm'n, 139 S. Ct. 1094

Francis Lorenzo was a vice‑president at a broker‑dealer who, at his boss’s direction, sent two e‑mails to prospective investors describing a debenture offering and stating the issuer had "$10 million in confirmed assets," while knowing public filings showed total assets under $400,000.
Lorenzo did not draft the content; his boss supplied and approved it, and the appeals court assumed Lorenzo was not the “maker” of the statements under Janus.
The SEC found Lorenzo violated Rule 10b‑5 (a) and (c), §10(b) of the Exchange Act, and §17(a)(1) of the Securities Act, imposing a fine, cease‑and‑desist, and a lifetime industry bar.
The D.C. Circuit agreed that Lorenzo was not a maker under Rule 10b‑5(b) but upheld primary liability under 10b‑5(a) and (c), §10(b), and §17(a)(1) for knowingly disseminating false statements with intent to defraud.
The Supreme Court granted certiorari to resolve whether dissemination (by a non‑maker) of false statements with scienter can be primary violations under 10b‑5(a) and (c) and related statutes.

Issue	Plaintiff's Argument (SEC)	Defendant's Argument (Lorenzo)	Held
Whether a person who knowingly disseminates false or misleading statements but did not "make" them can be primarily liable under Rule 10b‑5(a)/(c), §10(b), and §17(a)(1).	Dissemination with intent to defraud is itself a "device, scheme, or artifice" or an "act/practice" that operates as a fraud and thus can be primary liability under (a)/(c) and the statutes.	Only those who "make" false statements (Rule 10b‑5(b) / §17(a)(2)) should be primarily liable for misstatements; applying (a)/(c) here renders (b) superfluous and collapses primary/secondary distinction.	Held: Dissemination with intent to defraud can be primary violations under 10b‑5(a) and (c), §10(b), and §17(a)(1), even if the disseminator is not the “maker” under Janus.

Janus Capital Group, Inc. v. First Derivative Traders, 564 U.S. 135 (2011) (defined the “maker” of a statement as the person with ultimate authority over content and communication)
Aaron v. SEC, 446 U.S. 680 (1980) (scienter for certain securities fraud provisions defined as intent to deceive, manipulate, or defraud)
Central Bank of Denver v. First Interstate Bank, 511 U.S. 164 (1994) (private suits cannot be brought against mere secondary violators; distinguishes primary vs. secondary liability)
Stoneridge Investment Partners v. Scientific‑Atlanta, Inc., 552 U.S. 148 (2008) (limits private liability where plaintiffs could not have relied on defendant’s deception)
Affiliated Ute Citizens v. United States, 406 U.S. 128 (1972) (overlap among Rule 10b‑5 subparagraphs; conduct can fall within multiple subparagraphs)
SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180 (1963) (securities laws include both general and specific proscriptions; overlap expected)