Opinion of the Court
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SUPREME COURT OF THE UNITED STATES
No. 17–1077
FRANCIS V. LORENZO, PETITIONER v. SECURITIES AND EXCHANGE COMMISSION
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT
[March 27, 2019]
Justice Breyer delivered the opinion of the Court.
Securities and Exchange Commission Rule 10b–5 makes it unlawful:
- “(a) To employ any device, scheme, or artifice to defraud,
- “(b) To make any untrue statement of a material fact…, or
- “(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit…
- in connection with the purchase or sale of any security.” 17 CFR §240.10b–5 (2018).
In Janus Capital Group, Inc. v. First Derivative Traders, 564 U. S. 135 (2011), we examined the second of these provisions, Rule 10b–5(b), which forbids the “mak[ing]” of “any untrue statement of a material fact.” We held that the “maker of a statement is the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it.” Id., at 142 (emphasis added). We said that “[w]ithout control, a person or entity can merely suggest what to say, not
