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Rule 10b-5 Liability: The Second Circuit and 'Lorenzo'
This three-part series discusses the Second Circuit's recent Securities law landmark case, S.E.C. v. Rio Tinto. However, in order to discuss Rio Tinto, it is important to first understand the Supreme Court landmark cases upon which Rio Tinto is based: Janus Capital Group, Inc. v. First Derivative Trader, discussed in the first installment, and S.E.C v. Lorenzo, discussed here.
Rule 10b-5 and its statutory forebear, Section 10, rank first among equals in punishing and deterring securities fraud. 17 C.F.R. §240.10b-5 and 15 U.S.C. §78(j), respectively. The first of this three-part series exposited Janus Capital Group, Inc. v. First Derivative Traders, 564 U.S. 135 (2011), which defines who "makes" a misrepresentation or omission in violation of the regulation.
"Scheme" liability, as explicated by the Supreme Court in Lorenzo v. S.E.C., 587 U.S. ___, 139 S. Ct. 1094 (2019), shall be the focus of this article, an essential precursor to our final installment analyzing S.E.C. v. Rio Tinto PLC, 41 F.4th 47 (2022), the Second Circuit's most recent extrapolation of both high court landmarks.
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