Fwd: Latest Case: Lorenzo v. Securities and Exchange Commission (Securities Law)

US Supreme Court March 28, 2019

Table of Contents Lorenzo v. Securities and Exchange Commission Securities Law Click here to include Verdict article summaries with your newsletter(s). US Supreme Court Opinions Lorenzo v. Securities and Exchange Commission Docket: 17-1077 Opinion Date: March 27, 2019 Judge: Stephen G. Breyer Areas of Law: Securities Law SEC Rule 10b–5 makes it unlawful to (a) "employ any device, scheme, or artifice to defraud," (b) "make any untrue statement of a material fact," or (c) "engage in any act, practice, or course of business" that "operates . . . as a fraud or deceit" in connection with the purchase or sale of securities. The Supreme Court has held that to be a "maker" of a statement under subsection (b), one must have "ultimate authority over the statement, including its content and whether and how to communicate it." Lorenzo, a brokerage firm's director of investment banking, sent e-mails to prospective investors. The content, supplied by Lorenzo's boss, described a potential investment in a company with "confirmed assets" of $10 million. Lorenzo knew that the company had recently disclosed that its total assets were worth less than $400,000. The SEC found that Lorenzo had violated Rule 10b–5, 17 CFR 240.10b–5; section 10(b) of the Exchange Act, 15 U.S.C. 78j(b); and section 17(a)(1) of the Securities Act, 15 U.S.C. 77q(a)(1). The Supreme Court affirmed the D.C. Circuit in holding that Lorenzo could not be held liable as a "maker" under Rule 10b-5(b) but affirmed with respect to subsections (a) and (c) and statutory sections 10(b) and 17(a)(1). Dissemination of false or misleading statements with intent to defraud can fall within the scope of Rules 10b–5(a) and (c), and the statutory provisions, even if the disseminator did not "make" the statements under Rule 10b–5(b). By sending e-mails he understood to contain material untruths, Lorenzo "employ[ed]" a "device," "scheme," and "artifice to defraud" under subsection (a) and section 17(a)(1); he "engage[d] in a[n] act, practice, or course of business" that "operate[d] . . . as a fraud or deceit" under subsection (c). There is considerable overlap among the Rule's subsections and related statutory provisions. The "plainly fraudulent behavior" at issue might otherwise fall outside the Rule's scope. The Court rejected Lorenzo's claim that imposing primary liability upon his conduct would erase or weaken the distinction between primary and secondary liability under the statute's "aiding and abetting" provision. Read Opinion Are you a lawyer? Annotate this case. About Justia Opinion Summaries Justia Daily Opinion Summaries is a free service, with 68 different newsletters, covering every federal appellate court and the highest courts of all US states. Justia also provides weekly practice area newsletters in 63 different practice areas. All daily and weekly Justia newsletters are free. Subscribe or modify your newsletter subscription preferences at daily.justia.com. You may freely redistribute this email in whole. About Justia Justia is an online platform that provides the community with open access to the law, legal information, and lawyers.

Contact Us| Privacy Policy Justia | 1380 Pear Ave #2B, Mountain View, CA 94043

Fwd: Will we see you at AWP? Come Say Hi!

It's AWP Week! This year's conference is taking place in our backyard, and we couldn't be more excited. Stop by and visit us at booth 1056. There are so many excellent panels this year, and we've curated a list of a few each day that you should definitely check out. Take a peek below! Final Week to Enter!  $5000 Awarded – Ten Writers Recognized Just a few days left to enter our anthology, a collection of ten stories and essays written by the best emerging authors. The ten winners are nationally distributed in a printed book with their stories and essays exposed to top agents, editors, and authors across the country. We are thrilled to have guest judge, Kate Bernheimer, selecting the ten stories that will make up Anthology VIII. Send us your best work by March 31! << view FAQ here >> Add this Contest to your Calendar Recently we welcomed "Year of the Snake" by A. J. Bermudez to our New Voices catalog. A triptych following the zodiac calendar, "Year of the Snake" illustrates how much we can change—our goals, visions, definitions of success—and how much stays the same. Copyright © 2019 Masters Review, All rights reserved. We send industry news, writing contests and upcoming deadlines, as well as pertinent topics for writers who have expressed interest in The Masters Review. Our mailing address is: Masters Review 70 SW Century Dr. #100442 Bend, Oregon 97702 Add us to your address book

posting

清华1984  301三剑客 外加一格格： 1989-1991  实习回忆点滴

我有一张发黄的集体照，跟着我兜游世界。话说一九八九年形势大好（亦或是有点乱 之前），我和同班同学付长青 作为保留研究生资格的'散兵' 被分派到三〇一医院的计算中心实习两年。照片中，一同被分派的还有陈向军、李广春（自动化系）、金颂（无线电）、付长青和我（工物）。 无影无踪的还有 刘洪波(计算机系83) 和 赵芳启。  当年，我们学生'兵' 在计算机中心主任 任连仲 和 他带领下的军届技术人员打成一片。这军民关系不比上海解决战争我母亲作学生兵的时候差！当时的我 一头扎进 军级长官 王桂雁 交授的  厚厚一本图像处理识别的Fortran library 手册。My closest ally in our sub-unit was 陈向军, 个高人帅，北京人，最受军属大姐们的青睐。每月给他介绍女朋友的人选大约不下一整排的编制。因为我已在清华男友们的围歼下，不敢对他再起多心。所以我们纯同事的友情更提高了我作为异性的参谋价值！ 

 我和陈向军的联手任务是探索是否能把西门子公司的图像处理器程序移值到PC上使用。至今，我个人以为 我所属的科研小组的儀器設備在当年的国内是最大拿、最先进的。德国产西门子公司的这台图像处理系统，前端可联顯微鏡。医务人员的切片可直接做输入，然后我们用图像处理程序庫进行分析。

I am most impressed with automatic chromosome analysis. And it is the most popular 'job/task' to schedule for machine time/usage among a waiting list of many graduate medical students.   In the back end, there's a LOT of mathematical routines written in Fortran language and a concurrent array processing hardware unit.  I believe we also had quite advanced statistical packages to treat sampling/control groups.  

在我的同期实习生中，金颂 应该算是最有特性的人物了。

Among my fellow interns, 金颂 was a real character.  He was quite good at programming in C and other computing challenges, such as how wide he can open his mouth and how high and deep within his voice, the sound from his 声带 can penetrate listener's ear drum。I was unfortunately at the receiving end of his 'world' class tenor high -C in shortest range.  I also learned that his full name was 爱新觉罗.启颂.  I am not sure if that was the reason when he fell in love with a doctor from 高干病房，he was having trouble to get approval from the working unit of hers. But in the end, his sweetheart's working unit relented and blessed their union as permissible by marriage act under law. For a while, I had the fortune to be named as 迁线人, but in fact, I had no idea until after the 'official' blessing.  我自己也和清华学长在他出国前 1990 年 匆匆登记结婚。1992 年 以H-4 身份到美国的Anchorage, Alaska. I was quite amiss of our 301 intern team's common good old days of single mingling, hard work and great play in a somewhat free and protective shield welded by our superiors in Beijing. In Alaska, I volunteered in the providence hospital two days a week under guidance of a Taiwanese radiologist, Dr. Cheung.  My life in Russia's back yard Anchorage Alaska, 此乃后话，有空另作文章。

在三〇一实习期间，我的终身遗憾是没有抓住唯一的一次 能"俯首甘為孺子牛" 的良机。任连仲主任对我们清华的实习生甚是呵護。我们也以室为家，任务紧常加班加点，作息时间表比正规军更有弹性。一次我晚了一个时辰，看见楼里有戴白手套的警卫。一直待修的电梯也运转开了。正著麼着，组里的田晓玲说：晚了吧？你刚错过了小平同志的大駕光臨。我当时倒不再意，只是心想不知道哪位清兵多占了我的福份。多年后我发觉无论我如何尽心尽意完成指派的任务，工作的结局多滯留在"横眉冷对千夫指"的水平，这怕也是冥冥之中自有安排的运道。

另外还要哪壺不開提哪壶，当坦克进驻北京时，三O一医院至少是坦克兵的小本营。那些兵有比我们还年轻的。后来流血冲突发生后，我还听说急診室有烧伤和中弹的士兵。来美国以后，我个人社交的圈子里有民运的思想家们，网友中也不乏在广场死里逃生或目击同学倒下再也没能站起来的文人义士。我一直留心有关六四的民意也闡述我的见证。我也一直想如果不依靠民主，和平、正义，能靠军主、党主、国主来征服自我及无我的世界吗？

January 10th, 2019

S. Ye at West Trenton, NJ USA

" Trenton makes, world takes, on my watch"