(Slip Opinion) OCTOBER TERM, 2018 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is 

being done in connection with this case, at the time the opinion is issued. 

The syllabus constitutes no part of the opinion of the Court but has been 

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

LORENZO v. SECURITIES AND EXCHANGE 

COMMISSION 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE DISTRICT OF COLUMBIA CIRCUIT 

No. 17–1077. Argued December 3, 2018—Decided March 27, 2019 

Securities and Exchange Commission 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. In Janus Capital 

Group, Inc. v. First Derivative Traders, 564 U. S. 135, this Court held 

that to be a “maker” of a statement under subsection (b) of that Rule,

one must have “ultimate authority over the statement, including its 

content and whether and how to communicate it.” Id., at 142 (emphasis added). On the facts of Janus, this meant that an investment 

adviser who had merely “participat[ed] in the drafting of a false 

statement” “made” by another could not be held liable in a private action under subsection (b). Id., at 145. 

 Petitioner Francis Lorenzo, while the director of investment banking at an SEC-registered brokerage firm, sent two e-mails to prospective investors. The content of those e-mails, which Lorenzo’s boss 

supplied, described a potential investment in a company with “confirmed assets” of $10 million. In fact, Lorenzo knew that the company had recently disclosed that its total assets were worth less than 

$400,000. 

In 2015, the Commission found that Lorenzo had violated Rule 

10b–5, §10(b) of the Exchange Act, and §17(a)(1) of the Securities Act 

by sending false and misleading statements to investors with intent 

to defraud. On appeal, the District of Columbia Circuit held that Lorenzo could not be held liable as a “maker” under subsection (b) of the 

Rule in light of Janus, but sustained the Commission’s finding with 

respect to subsections (a) and (c) of the Rule, as well as §10(b) and 
 

 

2 LORENZO v. SEC 

Syllabus 

§17(a)(1). 

Held: Dissemination of false or misleading statements with intent to 

defraud can fall within the scope of Rules 10b–5(a) and (c), as well as 

the relevant statutory provisions, even if the disseminator did not 

“make” the statements and consequently falls outside Rule 10b–5(b). 

Pp. 5–13.

(a) It would seem obvious that the words in these provisions are, 

as ordinarily used, sufficiently broad to include within their scope the 

dissemination of false or misleading information with the intent to

defraud. By sending e-mails he understood to contain material untruths, Lorenzo “employ[ed]” a “device,” “scheme,” and “artifice to defraud” within the meaning of subsection (a) of the Rule, §10(b), and

§17(a)(1). By the same conduct, he “engage[d] in a[n] act, practice, or

course of business” that “operate[d] . . . as a fraud or deceit” under

subsection (c) of the Rule. As Lorenzo does not challenge the appeals 

court’s scienter finding, it is undisputed that he sent the e-mails with

“intent to deceive, manipulate, or defraud” the recipients. Aaron v. 

SEC, 446 U. S. 680, 686, and n. 5. Resort to the expansive dictionary

definitions of “device,” “scheme,” and “artifice” in Rule 10b–5(a) and 

§17(a)(1), and of “act” and “practice” in Rule 10b–5(c), only strengthens this conclusion. Under the circumstances, it is difficult to see 

how Lorenzo’s actions could escape the reach of these provisions.

Pp. 5–7.

(b) Lorenzo counters that the only way to be liable for false statements is through those provisions of the securities laws—like Rule

10b–5(b)—that refer specifically to false statements. Holding to the

contrary, he and the dissent say, would render subsection (b) “superfluous.” The premise of this argument is that each subsection governs different, mutually exclusive, spheres of conduct. But this Court 

and the Commission have long recognized considerable overlap

among the subsections of the Rule and related provisions of the securities laws. And the idea that each subsection governs a separate

type of conduct is difficult to reconcile with the Rule’s language, since 

at least some conduct that amounts to “employ[ing]” a “device, 

scheme, or artifice to defraud” under subsection (a) also amounts to 

“engag[ing] in a[n] act . . . which operates . . . as a fraud” under subsection (c). This Court’s conviction is strengthened by the fact that 

the plainly fraudulent behavior confronted here might otherwise fall 

outside the Rule’s scope. Using false representations to induce the

purchase of securities would seem a paradigmatic example of securities fraud. Pp. 7–9.

(c) Lorenzo and the dissent make a few other important arguments. 

The dissent contends that applying Rules 10b–5(a) and (c) to conduct 

like Lorenzo’s would render Janus “a dead letter.” Post, at 9. But 
 

 

 

 

 

Cite as: 587 U. S. ____ (2019) 3 

Syllabus 

Janus concerned subsection (b), and it said nothing about the Rule’s 

application to the dissemination of false or misleading information.

Thus, Janus would remain relevant (and preclude liability) where an

individual neither makes nor disseminates false information— 

provided, of course, that the individual is not involved in some other 

form of fraud. Lorenzo also claims that imposing primary liability 

upon his conduct would erase or at least weaken the distinction between primary and secondary liability under the statute’s “aiding and 

abetting” provision. See 15 U. S. C. §78t(e). But the line the Court 

adopts today is clear: Those who disseminate false statements with 

intent to defraud are primarily liable under Rules 10b–5(a) and (c), 

§10(b), and §17(a)(1), even if they are secondarily liable under Rule 

10b–5(b). As for Lorenzo’s suggestion that those like him ought to be

held secondarily liable, this offer will, too often, prove illusory.

Where a “maker” of a false statement does not violate subsection (b)

of the Rule (perhaps because he lacked the necessary intent), a disseminator of those statements, even one knowingly engaged in an 

egregious fraud, could not be held to have violated the “aiding and 

abetting” statute. And if, as Lorenzo claims, the disseminator has 

not primarily violated other parts of Rule 10b–5, then such a fraud, 

whatever its intent or consequences, might escape liability altogether. That anomalous result is not what Congress intended. Pp. 9–13. 

 872 F. 3d 578, affirmed. 

BREYER, J., delivered the opinion of the Court, in which ROBERTS, 

C. J., and GINSBURG, ALITO, SOTOMAYOR, and KAGAN, JJ., joined. THOMAS, J., filed a dissenting opinion, in which GORSUCH, J., joined. KAVANAUGH, J., took no part in the consideration or decision of the case. 
 

 

 

_________________ 

_________________ 

Cite as: 587 U. S. ____ (2019) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to 

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press. 

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 
 

2 LORENZO v. SEC 

Opinion of the Court 

‘make’ a statement in its own right.” Ibid. And we illustrated our holding with an analogy: “[W]hen a speechwriter 

drafts a speech, the content is entirely within the control

of the person who delivers it. And it is the speaker who 

takes credit—or blame—for what is ultimately said.” Id., 

at 143. On the facts of Janus, this meant that an investment adviser who had merely “participat[ed] in the drafting of a false statement” “made” by another could not be

held liable in a private action under subsection (b) of Rule

10b–5. Id., at 145. 

In this case, we consider whether those who do not 

“make” statements (as Janus defined “make”), but who 

disseminate false or misleading statements to potential

investors with the intent to defraud, can be found to have 

violated the other parts of Rule 10b–5, subsections (a) and 

(c), as well as related provisions of the securities laws,

§10(b) of the Securities Exchange Act of 1934, 48 Stat.

891, as amended, 15 U. S. C. §78j(b), and §17(a)(1) of the 

Securities Act of 1933, 48 Stat. 84–85, as amended, 15 

U. S. C. §77q(a)(1). We believe that they can. 

I 

A 

For our purposes, the relevant facts are not in dispute. 

Francis Lorenzo, the petitioner, was the director of investment banking at Charles Vista, LLC, a registered

broker-dealer in Staten Island, New York. Lorenzo’s only

investment banking client at the time was Waste2Energy 

Holdings, Inc., a company developing technology to convert “solid waste” into “clean renewable energy.”

In a June 2009 public filing, Waste2Energy stated that

its total assets were worth about $14 million. This figure

included intangible assets, namely, intellectual property, 

valued at more than $10 million. Lorenzo was skeptical of 

this valuation, later testifying that the intangibles were a 

“dead asset” because the technology “didn’t really work.” 
 

 

Cite as: 587 U. S. ____ (2019) 3 

Opinion of the Court 

During the summer and early fall of 2009, 

Waste2Energy hired Lorenzo’s firm, Charles Vista, to sell

to investors $15 million worth of debentures, a form of 

“debt secured only by the debtor’s earning power, not by a 

lien on any specific asset,” Black’s Law Dictionary 486

(10th ed. 2014).

In early October 2009, Waste2Energy publicly disclosed, 

and Lorenzo was told, that its intellectual property was 

worthless, that it had “‘“[w]rit[ten] off . . . all [of its] intangible assets,”’” and that its total assets (as of March

31, 2009) amounted to $370,552.

Shortly thereafter, on October 14, 2009, Lorenzo sent 

two e-mails to prospective investors describing the debenture offering. According to later testimony by Lorenzo, he 

sent the e-mails at the direction of his boss, who supplied 

the content and “approved” the messages. The e-mails 

described the investment in Waste2Energy as having “3 

layers of protection,” including $10 million in “confirmed 

assets.” The e-mails nowhere revealed the fact that 

Waste2Energy had publicly stated that its assets were 

in fact worth less than $400,000. Lorenzo signed the

e-mails with his own name, he identified himself as “Vice 

President—Investment Banking,” and he invited the 

recipients to “call with any questions.” 

B 

In 2013, the Securities and Exchange Commission 

instituted proceedings against Lorenzo (along with his

boss and Charles Vista). The Commission charged that 

Lorenzo had violated Rule 10b–5, §10(b) of the Exchange 

Act, and §17(a)(1) of the Securities Act. Ultimately, the

Commission found that Lorenzo had run afoul of these 

provisions by sending false and misleading statements to 

investors with intent to defraud. As a sanction, it fined 

Lorenzo $15,000, ordered him to cease and desist from 

violating the securities laws, and barred him from working 
 

 

 

4 LORENZO v. SEC 

Opinion of the Court 

in the securities industry for life. 

Lorenzo appealed, arguing primarily that in sending the

e-mails he lacked the intent required to establish a violation of Rule 10b–5, §10(b), and §17(a)(1), which we have 

characterized as “‘a mental state embracing intent to 

deceive, manipulate, or defraud.’” Aaron v. SEC, 446 

U. S. 680, 686, and n. 5 (1980). With one judge dissenting,

the Court of Appeals panel rejected Lorenzo’s lack-ofintent argument. 872 F. 3d 578, 583 (CADC 2017). Lorenzo does not challenge the panel’s scienter finding.

Reply Brief 17. 

Lorenzo also argued that, in light of Janus, he could not 

be held liable under subsection (b) of Rule 10b–5. 872 

F. 3d, at 586–587. The panel agreed. Because his boss 

“asked Lorenzo to send the emails, supplied the central 

content, and approved the messages for distribution,” id., 

at 588, it was the boss that had “ultimate authority” over 

the content of the statement “and whether and how to 

communicate it,” Janus, 563 U. S., at 142. (We took this

case on the assumption that Lorenzo was not a “maker”

under subsection (b) of Rule 10b–5, and do not revisit the

court’s decision on this point.) 

The Court of Appeals nonetheless sustained (with one 

judge dissenting) the Commission’s finding that, by knowingly disseminating false information to prospective investors, Lorenzo had violated other parts of Rule 10b–5, 

subsections (a) and (c), as well as §10(b) and §17(a)(1). 

Lorenzo then filed a petition for certiorari in this Court.

We granted review to resolve disagreement about whether 

someone who is not a “maker” of a misstatement under 

Janus can nevertheless be found to have violated the other 

subsections of Rule 10b–5 and related provisions of the 

securities laws, when the only conduct involved concerns a

misstatement. Compare e.g., 872 F. 3d 578, with WPP 

Luxembourg Gamma Three Sarl v. Spot Runner, Inc., 655 

F. 3d 1039, 1057–1058 (CA9 2011). 
Cite as: 587 U. S. ____ (2019) 5 

Opinion of the Court 

II 

A 

At the outset, we review the relevant provisions of Rule

10b–5 and of the statutes. See Appendix, infra. As we 

have said, subsection (a) of the Rule makes it unlawful to 

“employ any device, scheme, or artifice to defraud.” Subsection (b) makes it unlawful to “make any untrue statement of a material fact.” And subsection (c) makes it

unlawful to “engage in any act, practice, or course of business” that “operates . . . as a fraud or deceit.” See 17 CFR 

§240.10b–5.

There are also two statutes at issue. Section 10(b)

makes it unlawful to “use or employ . . . any manipulative 

or deceptive device or contrivance” in contravention of 

Commission rules and regulations. 15 U. S. C. §78j(b). By

its authority under that section, the Commission promulgated Rule 10b–5. The second statutory provision is

§17(a), which, like Rule 10b–5, is organized into three

subsections. 15 U. S. C. §77q(a). Here, however, we consider only the first subsection, §17(a)(1), for this is the

only subsection that the Commission charged Lorenzo

with violating. Like Rule 10b–5(a), (a)(1) makes it unlawful to “employ any device, scheme, or artifice to defraud.” 

B 

After examining the relevant language, precedent, and 

purpose, we conclude that (assuming other here-irrelevant 

legal requirements are met) dissemination of false or 

misleading statements with intent to defraud can fall 

within the scope of subsections (a) and (c) of Rule 10b–5, 

as well as the relevant statutory provisions. In our view, 

that is so even if the disseminator did not “make” the 

statements and consequently falls outside subsection (b) of 

the Rule. 

It would seem obvious that the words in these provisions 

are, as ordinarily used, sufficiently broad to include within 
 

 

 

6 LORENZO v. SEC 

Opinion of the Court 

their scope the dissemination of false or misleading information with the intent to defraud. By sending emails he

understood to contain material untruths, Lorenzo “employ[ed]” a “device,” “scheme,” and “artifice to defraud” 

within the meaning of subsection (a) of the Rule, §10(b),

and §17(a)(1). By the same conduct, he “engage[d] in a[n]

act, practice, or course of business” that “operate[d] . . . as 

a fraud or deceit” under subsection (c) of the Rule. Recall 

that Lorenzo does not challenge the appeals court’s scienter finding, so we take for granted that he sent the emails 

with “intent to deceive, manipulate, or defraud” the recipients. Aaron, 446 U. S., at 686, n. 5. Under the circumstances, it is difficult to see how his actions could escape

the reach of those provisions.

Resort to dictionary definitions only strengthens this 

conclusion. A “‘device,’” we have observed, is simply

“‘[t]hat which is devised, or formed by design’”; a 

“‘scheme’” is a “‘project,’” “‘plan[,] or program of something to be done’”; and an “‘artifice’” is “‘an artful stratagem or trick.’” Id., at 696, n. 13 (quoting Webster’s International Dictionary 713, 2234, 157 (2d ed. 1934)

(Webster’s Second)). By these lights, dissemination of

false or misleading material is easily an “artful stratagem”

or a “plan,” “devised” to defraud an investor under subsection (a). See Rule 10b–5(a) (making it unlawful to “employ 

any device, scheme, or artifice to defraud”); §17(a)(1) 

(same). The words “act” and “practice” in subsection (c)

are similarly expansive. Webster’s Second 25 (defining

“act” as “a doing” or a “thing done”); id., at 1937 (defining 

“practice” as an “action” or “deed”); see Rule 10b–5(c) 

(making it unlawful to “engage in a[n] act, practice, or 

course of business” that “operates . . . as a fraud or 

deceit”).

These provisions capture a wide range of conduct.

Applying them may present difficult problems of scope in 

borderline cases. Purpose, precedent, and circumstance 
Cite as: 587 U. S. ____ (2019) 7 

Opinion of the Court 

could lead to narrowing their reach in other contexts. But 

we see nothing borderline about this case, where the 

relevant conduct (as found by the Commission) consists of 

disseminating false or misleading information to prospective investors with the intent to defraud. And while one 

can readily imagine other actors tangentially involved in 

dissemination—say, a mailroom clerk—for whom liability 

would typically be inappropriate, the petitioner in this

case sent false statements directly to investors, invited 

them to follow up with questions, and did so in his capacity

as vice president of an investment banking company. 

C 

Lorenzo argues that, despite the natural meaning of

these provisions, they should not reach his conduct. This 

is so, he says, because the only way to be liable for false 

statements is through those provisions that refer specifically to false statements. Other provisions, he says, concern “scheme liability claims” and are violated only when 

conduct other than misstatements is involved. Brief for 

Petitioner 4–6, 28–30. Thus, only those who “make” untrue statements under subsection (b) can violate Rule 10b–

5 in connection with statements. (Similarly, §17(a)(2)

would be the sole route for finding liability for statements

under §17(a).) Holding to the contrary, he and the dissent

insist, would render subsection (b) of Rule 10b–5 “superfluous.” See post, at 6–7 (opinion of THOMAS, J.). 

The premise of this argument is that each of these

provisions should be read as governing different, mutually

exclusive, spheres of conduct. But this Court and the 

Commission have long recognized considerable overlap

among the subsections of the Rule and related provisions 

of the securities laws. See Herman & MacLean v. Huddleston, 459 U. S. 375, 383 (1983) (“[I]t is hardly a novel 

proposition that” different portions of the securities laws 

“prohibit some of the same conduct” (internal quotation 
 

 

8 LORENZO v. SEC 

Opinion of the Court 

marks omitted)). As we have explained, these laws 

marked the “first experiment in federal regulation of the 

securities industry.” SEC v. Capital Gains Research 

Bureau, Inc., 375 U. S. 180, 198 (1963). It is “understandable, therefore,” that “in declaring certain practices unlawful,” it was thought prudent “to include both a general 

proscription against fraudulent and deceptive practices 

and, out of an abundance of caution, a specific proscription

against nondisclosure” even though “a specific proscription 

against nondisclosure” might in other circumstances be 

deemed “surplusage.” Id., at 198–199. “Each succeeding

prohibition” was thus “meant to cover additional kinds of

illegalities—not to narrow the reach of the prior sections.” 

United States v. Naftalin, 441 U. S. 768, 774 (1979). We 

have found “‘no warrant for narrowing alternative provisions . . . adopted with the purpose of affording added 

safeguards.’” Ibid. (quoting United States v. Gilliland, 

312 U. S. 86, 93 (1941)); see Affiliated Ute Citizens of Utah 

v. United States, 406 U. S. 128, 152–153 (1972) (While “the

second subparagraph of [Rule 10b–5] specifies the making

of an untrue statement . . . [t]he first and third subparagraphs are not so restricted”). And since its earliest days, 

the Commission has not viewed these provisions as mutually exclusive. See, e.g., In re R. D. Bayly & Co., 19 S. E. C. 

773 (1945) (finding violations of what would become Rules 

10b–5(b) and (c) based on the same misrepresentations

and omissions); In re Arthur Hays & Co., 5 S. E. C. 271 

(1939) (finding violations of both §§17(a)(2) and (a)(3) 

based on false representations in stock sales). 

The idea that each subsection of Rule 10b–5 governs a

separate type of conduct is also difficult to reconcile with

the language of subsections (a) and (c). It should go without saying that at least some conduct amounts to “employ[ing]” a “device, scheme, or artifice to defraud” under

subsection (a) as well as “engag[ing] in a[n] act . . . which 

operates . . . as a fraud” under subsection (c). In Affiliated 
 

Cite as: 587 U. S. ____ (2019) 9 

Opinion of the Court 

Ute, for instance, we described the “defendants’ activities” 

as falling “within the very language of one or the other of 

those subparagraphs, a ‘course of business’ or a ‘device, 

scheme, or artifice’ that operated as a fraud.” 406 U. S., at 

153. (The dissent, for its part, offers no account of how the

superfluity problems that motivate its interpretation can 

be avoided where subsections (a) and (c) are concerned.) 

Coupled with the Rule’s expansive language, which

readily embraces the conduct before us, this considerable 

overlap suggests we should not hesitate to hold that Lorenzo’s conduct ran afoul of subsections (a) and (c), as well 

as the related statutory provisions. Our conviction is 

strengthened by the fact that we here confront behavior 

that, though plainly fraudulent, might otherwise fall

outside the scope of the Rule. Lorenzo’s view that subsection (b), the making-false-statements provision, exclusively 

regulates conduct involving false or misleading statements

would mean those who disseminate false statements with 

the intent to cheat investors might escape liability under 

the Rule altogether. But using false representations to

induce the purchase of securities would seem a paradigmatic example of securities fraud. We do not know why

Congress or the Commission would have wanted to disarm

enforcement in this way. And we cannot easily reconcile 

Lorenzo’s approach with the basic purpose behind these 

laws: “to substitute a philosophy of full disclosure for the

philosophy of caveat emptor and thus to achieve a high 

standard of business ethics in the securities industry.” 

Capital Gains, 375 U. S., at 186. See also, e.g., SEC v. W. J. 

Howey Co., 328 U. S. 293, 299 (1946) (the securities laws

were designed “to meet the countless and variable 

schemes devised by those who seek the use of the money of 

others on the promise of profits”). 

III 

Lorenzo and the dissent make a few other important 
 

 

 

10 LORENZO v. SEC 

Opinion of the Court 

arguments. They contend that applying subsections (a) or 

(c) of Rule 10b–5 to conduct like his would render our 

decision in Janus (which we described at the outset, supra, at 1–2) “a dead letter,” post, at 9. But we do not see 

how that is so. In Janus, we considered the language in

subsection (b), which prohibits the “mak[ing]” of “any

untrue statement of a material fact.” See 564 U. S., at 

141–143. We held that the “maker” of a “statement” is the 

“person or entity with ultimate authority over the statement.” Id., at 142. And we found that subsection (b) did 

not (under the circumstances) cover an investment adviser

who helped draft misstatements issued by a different 

entity that controlled the statements’ content. Id., at 146– 

148. We said nothing about the Rule’s application to the 

dissemination of false or misleading information. And we 

can assume that Janus would remain relevant (and preclude liability) where an individual neither makes nor 

disseminates false information—provided, of course, that 

the individual is not involved in some other form of fraud. 

Next, Lorenzo points to the statute’s “aiding and abetting” provision. 15 U. S. C. §78t(e). This provision, enforceable only by the Commission (and not by private 

parties), makes it unlawful to “knowingly or recklessly . . . 

provid[e] substantial assistance to another person” who 

violates the Rule. Ibid.; see Janus, 564 U. S., at 143 (citing Central Bank of Denver, N. A. v. First Interstate Bank 

of Denver, N. A., 511 U. S. 164 (1994)). Lorenzo claims 

that imposing primary liability upon his conduct would 

erase or at least weaken what is otherwise a clear distinction between primary and secondary (i.e., aiding and 

abetting) liability. He emphasizes that, under today’s

holding, a disseminator might be a primary offender with

respect to subsection (a) of Rule 10b–5 (by employing a 

“scheme” to “defraud”) and also secondarily liable as an 

aider and abettor with respect to subsection (b) (by providing substantial assistance to one who “makes” a false 
 

 

Cite as: 587 U. S. ____ (2019) 11 

Opinion of the Court 

statement). And he refers to two cases that, in his view, 

argue in favor of circumscribing primary liability. See 

Central Bank, 511 U. S., at 164; Stoneridge Investment 

Partners, LLC v. Scientific-Atlanta, Inc., 552 U. S. 148 

(2008).

We do not believe, however, that our decision creates a 

serious anomaly or otherwise weakens the distinction 

between primary and secondary liability. For one thing, it

is hardly unusual for the same conduct to be a primary 

violation with respect to one offense and aiding and abetting with respect to another. John, for example, might sell 

Bill an unregistered firearm in order to help Bill rob a

bank, under circumstances that make him primarily liable for the gun sale and secondarily liable for the bank 

robbery.

For another, the cases to which Lorenzo refers do not 

help his cause. Take Central Bank, where we held that 

Rule 10b–5’s private right of action does not permit suits

against secondary violators. 511 U. S., at 177. The holding of Central Bank, we have said, suggests the need for a 

“clean line” between conduct that constitutes a primary

violation of Rule 10b–5 and conduct that amounts to a 

secondary violation. Janus, 564 U. S., at 143, and n. 6. 

Thus, in Janus, we sought an interpretation of “make”

that could neatly divide primary violators and actors too 

far removed from the ultimate decision to communicate a 

statement. Ibid. (citing Central Bank, 511 U. S. 164). The 

line we adopt today is just as administrable: Those who

disseminate false statements with intent to defraud are 

primarily liable under Rules 10b–5(a) and (c), §10(b), and 

§17(a)(1), even if they are secondarily liable under Rule

10b–5(b). Lorenzo suggests that classifying dissemination 

as a primary violation would inappropriately subject 

peripheral players in fraud (including him, naturally) to

substantial liability. We suspect the investors who received Lorenzo’s e-mails would not view the deception so 
 

12 LORENZO v. SEC 

Opinion of the Court 

favorably. And as Central Bank itself made clear, even a 

bit participant in the securities markets “may be liable as 

a primary violator under [Rule] 10b–5” so long as “all of 

the requirements for primary liability . . . are met.” Id., 

at 191. 

Lorenzo’s reliance on Stoneridge is even further afield. 

There, we held that private plaintiffs could not bring suit 

against certain securities defendants based on undisclosed 

deceptions upon which the plaintiffs could not have

relied. 552 U. S., at 159. But the Commission, unlike 

private parties, need not show reliance in its enforcement

actions. And even supposing reliance were relevant here,

Lorenzo’s conduct involved the direct transmission of false 

statements to prospective investors intended to induce 

reliance—far from the kind of concealed fraud at issue in 

Stoneridge. 

As for Lorenzo’s suggestion that those like him ought to

be held secondarily liable, this offer will, far too often,

prove illusory. In instances where a “maker” of a false 

statement does not violate subsection (b) of the Rule (perhaps because he lacked the necessary intent), a disseminator of those statements, even one knowingly engaged in an 

egregious fraud, could not be held to have violated the 

“aiding and abetting” statute. That is because the statute 

insists that there be a primary violator to whom the secondary violator provided “substantial assistance.” 15 

U. S. C. §78t(e). And the latter can be “deemed to be in 

violation” of the provision only “to the same extent as the 

person to whom such assistance is provided.” Ibid. In 

other words, if Acme Corp. could not be held liable under 

subsection (b) for a statement it made, then a knowing 

disseminator of those statements could not be held liable 

for aiding and abetting Acme under subsection (b). And if, 

as Lorenzo claims, the disseminator has not primarily

violated other parts of Rule 10b–5, then such a fraud, 

whatever its intent or consequences, might escape liability 
 

Cite as: 587 U. S. ____ (2019) 13 

Opinion of the Court 

altogether.

That is not what Congress intended. Rather, Congress

intended to root out all manner of fraud in the securities 

industry. And it gave to the Commission the tools to 

accomplish that job. 

* * * 

For these reasons, the judgment of the Court of Appeals 

is affirmed. 

So ordered.

 JUSTICE KAVANAUGH took no part in the consideration

or decision of this case. 
 

Opinion of the Court 

14 LORENZO v. SEC 

Appendix to opinion of the Court 

APPENDIX 

17 CFR §240.10b–5 

“It shall be unlawful for any person, directly or indirectly,

by the use of any means or instrumentality of interstate

commerce, or of the mails or of any facility of any national 

securities exchange, 

“(a) To employ any device, scheme, or artifice to 

defraud, 

“(b) To make any untrue statement of a material 

fact or to omit to state a material fact necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading, or

“(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or 

deceit upon any person

in connection with the purchase or sale of any security.” 

15 U. S. C. §78j 

“It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any 

national securities exchange— 

* * * 

“(b) To use or employ, in connection with the purchase

or sale of any security registered on a national securities exchange or any security not so registered, or any securitiesbased swap agreement[,] any manipulative or deceptive device or contrivance in contravention of such rules 

and regulations as the Commission may prescribe as 
Opinion of the Court 

Cite as: 587 U. S. ____ (2019) 15 

Appendix to opinion of the Court 

necessary or appropriate in the public interest or for the 

protection of investors.” 

15 U. S. C. §77q 

“(a) Use of interstate commerce for purpose of fraud or

deceit 

“It shall be unlawful for any person in the offer or sale of 

any securities (including security-based swaps) or any

security-based swap agreement . . . by the use of any 

means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or 

indirectly— 

“(1) to employ any device, scheme, or artifice to defraud, or 

“(2) to obtain money or property by means of any 

untrue statement of a material fact or any omission to

state a material fact necessary in order to make the

statements made, in light of the circumstances under 

which they were made, not misleading; or 

“(3) to engage in any transaction, practice, or course

of business which operates or would operate as a 

fraud or deceit upon the purchaser.” 

15 U. S. C. §78t 

“(e) Prosecution of persons who aid and abet violations 

“For purposes of any action brought by the Commission 

. . . , any person that knowingly or recklessly provides

substantial assistance to another person in violation of a 

provision of this chapter, or of any rule or regulation

issued under this chapter, shall be deemed in violation of 

such provision to the same extent as the person to whom

such assistance is provided. 
_________________ 

_________________ 

Cite as: 587 U. S. ____ (2019) 1 

THOMAS, J., dissenting 

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 THOMAS, with whom JUSTICE GORSUCH joins,

dissenting. 

In Janus Capital Group, Inc. v. First Derivative Traders, 

564 U. S. 135 (2011), we drew a clear line between primary 

and secondary liability in fraudulent-misstatement cases:

A person does not “make” a fraudulent misstatement 

within the meaning of Securities and Exchange Commission (SEC) Rule 10b–5(b)—and thus is not primarily liable 

for the statement—if the person lacks “ultimate authority

over the statement.” Id., at 142. Such a person could,

however, be liable as an aider and abettor under principles

of secondary liability.

Today, the Court eviscerates this distinction by holding 

that a person who has not “made” a fraudulent misstatement can nevertheless be primarily liable for it. Because 

the majority misconstrues the securities laws and flouts 

our precedent in a way that is likely to have far-reaching

consequences, I respectfully dissent. 

I 

To appreciate the sweeping nature of the Court’s holding, it is helpful to begin with the facts of this case. On 

October 14, 2009, the owner of the firm at which petitioner 

Frank Lorenzo worked instructed him to send e-mails to 

two clients regarding a debenture offering. The owner 
 

 

 

 

2 LORENZO v. SEC 

THOMAS, J., dissenting 

explained that he wanted the e-mails to come from the

firm’s investment-banking division, which Lorenzo directed. Lorenzo promptly addressed an e-mail to each

client, “cut and pasted” the contents of each e-mail—which 

he received from the owner—into the body, and “sent 

[them] out.” App. 321. It is undisputed that Lorenzo did 

not draft the e-mails’ contents, though he knew that they

contained false or misleading statements regarding the 

debenture offering. Both e-mails stated that they were 

sent “[a]t the request of ” the owner of the firm. Id., at 

403, 405. No other allegedly fraudulent conduct is at

issue. 

In 2013, the SEC brought enforcement proceedings 

against the owner of the firm, the firm itself, and Lorenzo.

Even though Lorenzo sent the e-mails at the owner’s 

request, the SEC did not charge Lorenzo with aiding and 

abetting fraud committed by the owner. See 15 U. S. C. 

§§ 77o(b), 78o(b)(4)(E), 78t(e). Instead, the SEC charged 

Lorenzo as a primary violator of multiple securities laws,1 

including Rule 10b–5(b), which prohibits “mak[ing] any 

untrue statement of a material fact . . . in connection with 

the purchase or sale of any security.” 17 CFR §240.10b– 

5(b) (2018); see Ernst & Ernst v. Hochfelder, 425 U. S. 185, 

212–214 (1976) (construing Rule 10b–5(b) to require scienter). The SEC ultimately concluded that, by “knowingly

sen[ding] materially misleading language from his own 

email account to prospective investors,” App. to Pet. for

Cert. 77, Lorenzo violated Rule 10b–5(b) and several other 

antifraud provisions of the securities laws. The SEC 

“barred [him] from serving in the securities industry” for

life. Id., at 91. 

The Court of Appeals unanimously rejected the SEC’s

determination that Lorenzo violated Rule 10b–5(b). Ap-

—————— 

1For ease of reference, I use “securities laws” to refer to both statutes 

and SEC regulations. 
Cite as: 587 U. S. ____ (2019) 3 

THOMAS, J., dissenting 

plying Janus, the court held that Lorenzo did not “make” 

the false statements at issue because he merely “transmitted statements devised by [his boss] at [his boss’] direction.” 872 F. 3d 578, 587 (CADC 2017). The SEC has not 

challenged that aspect of the decision below.

The panel majority nevertheless upheld the SEC’s decision holding Lorenzo primarily liable for the same false

statements under other provisions of the securities laws—

specifically, §10(b) of the Securities Exchange Act of 1934

(1934 Act), Rules 10b–5(a) and (c), and §17(a)(1) of the 

Securities Act of 1933 (1933 Act). Unlike Rule 10b–5(b),

none of these provisions pertains specifically to fraudulent 

misstatements. 

II 

Even though Lorenzo undisputedly did not “make” the

false statements at issue in this case under Rule 10b–5(b),

the Court follows the SEC in holding him primarily liable

for those statements under other provisions of the securities laws. As construed by the Court, each of these more

general laws completely subsumes Rule 10b–5(b) and 

§17(a)(2) of the 1933 Act in cases involving fraudulent

misstatements, even though these provisions specifically 

govern false statements. The majority’s interpretation of

these provisions cannot be reconciled with their text or our 

precedents. Thus, I am once again compelled to “disagre[e] with the SEC’s broad view” of the securities laws. 

Janus, supra, at 145, n. 8. 

A 

I begin with the text. The Court of Appeals held that

Lorenzo violated §10(b) of the 1934 Act and Rules 10b–5(a) 

and (c). In relevant part, §10(b) makes it unlawful for a 

person, in connection with the purchase or sale of a security,

“[t]o use or employ . . . any manipulative or deceptive

device or contrivance” in contravention of an SEC rule. 15 
 

 

 

 

4 LORENZO v. SEC 

THOMAS, J., dissenting 

U. S. C. §78j(b). Rule 10b–5 was promulgated under this

statutory authority. That Rule makes it unlawful, in 

connection with the purchase or sale of any security, 

“(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 . . . .” 17 CFR §240.10b–5. 

The Court of Appeals also held that Lorenzo violated 

§17(a)(1) of the 1933 Act. Similar to Rule 10b–5, §17(a) of

the Act provides that it is unlawful, in connection with the 

offer or sale of a security, 

“(1) to employ any device, scheme, or artifice to defraud, or 

“(2) to obtain money or property by means of any 

untrue statement of a material fact . . . ; or 

“(3) to engage in any transaction, practice, or course

of business which operates or would operate as a 

fraud or deceit upon the purchaser.” 15 U. S. C. 

§77q(a)(1). 

We can quickly dispose of Rule 10b–5(a) and §17(a)(1).

The act of knowingly disseminating a false statement at 

the behest of its maker, without more, does not amount to 

“employ[ing] any device, scheme, or artifice to defraud” 

within the meaning of those provisions. As the contemporaneous dictionary definitions cited by the majority make 

clear, each of these words requires some form of planning, 

designing, devising, or strategizing. See ante, at 6. We 

have previously observed that “the terms ‘device,’ ‘scheme,’ 

and ‘artifice’ all connote knowing or intentional practices.” 

Aaron v. SEC, 446 U. S. 680, 696 (1980) (emphasis added).

In other words, they encompass “fraudulent scheme[s],” 
Cite as: 587 U. S. ____ (2019) 5 

THOMAS, J., dissenting 

such as a “‘short selling’ scheme,” a wash sale, a matched

order, price rigging, or similar conduct. United States v. 

Naftalin, 441 U. S. 768, 770, 778 (1979) (applying 

§17(a)(1)); see Santa Fe Industries, Inc. v. Green, 430 U. S. 

462, 473 (1977) (interpreting the term “manipulative” in

§10(b)).

Here, it is undisputed that Lorenzo did not engage in

any conduct involving planning, scheming, designing, or 

strategizing, as Rule 10b–5(a) and §17(a)(1) require for a

primary violation. He sent two e-mails drafted by a superior, to recipients specified by the superior, pursuant to 

instructions given by the superior, without collaborating

on the substance of the e-mails or otherwise playing an

independent role in perpetrating a fraud. That Lorenzo 

knew the messages contained falsities does not change the

essentially administrative nature of his conduct here; he

might have assisted in a scheme, but he did not himself 

plan, scheme, design, or strategize. In my view, the plain

text of Rule 10b–5(a) and §17(a)(1) thus does not encompass Lorenzo’s conduct as a matter of primary liability. 

The remaining provision, Rule 10b–5(c), seems broader

at first blush. But the scope of this conduct-based

provision—and, for that matter, Rule 10b–5(a) and 

§17(a)(1)—must be understood in light of its codification

alongside a prohibition specifically addressing primary

liability for false statements. Rule 10b–5(b) imposes

primary liability on the “make[r]” of a fraudulent misstatement. 17 CFR §240.10b–5(b); see Janus, 564 U. S., at 

141–142. And §17(a)(2) imposes primary liability on a 

person who “obtain[s] money or property by means of ” a 

false statement. 15 U. S. C. §77q(a)(2). The conductbased provisions of Rules 10b–5(a) and (c) and §17(a)(1) 

must be interpreted in view of the specificity of these 

false-statement provisions, and therefore cannot be construed to encompass primary liability solely for false 

statements. This view is consistent with our previous 
 

6 LORENZO v. SEC 

THOMAS, J., dissenting 

recognition that “each subparagraph of §17(a) ‘proscribes a

distinct category of misconduct’” and “‘is meant to cover 

additional kinds of illegalities.’” Aaron, supra, at 697 

(quoting Naftalin, supra, at 774; emphasis added).

The majority disregards these express limitations.

Under the Court’s rule, a person who has not “made” a 

fraudulent misstatement within the meaning of Rule 10b–

5(b) nevertheless could be held primarily liable for facilitating that same statement; the SEC or plaintiff need only

relabel the person’s involvement as an “act,” “device,”

“scheme,” or “artifice” that violates Rule 10b–5(a) or (c). 

And a person could be held liable for a fraudulent misstatement under §17(a)(1) even if the person did not obtain money or property by means of the statement. In 

short, Rule 10b–5(b) and §17(a)(2) are rendered entirely 

superfluous in fraud cases under the majority’s reading.2 

This approach is in tension with “‘the cardinal rule that, 

if possible, effect shall be given to every clause and part of 

a statute.’” RadLAX Gateway Hotel, LLC v. Amalgamated 

Bank, 566 U. S. 639, 645 (2012) (quoting D. Ginsberg & 

Sons, Inc. v. Popkin, 285 U. S. 204, 208 (1932)). I would 

therefore apply the “old and familiar rule” that “the specific

governs the general.” RadLAX, supra, at 645–646 (internal quotation marks omitted); see A. Scalia & B. Garner, 

Reading Law 51 (2012) (canon equally applicable to statutes and regulations). This canon of construction applies

not only to resolve “contradiction[s]” between general and

specific provisions, but also to avoid “the superfluity of a 

specific provision that is swallowed by the general one.” 

RadLAX, 566 U. S., at 645. Here, liability for false state-

—————— 

2 I recognize that §17(a)(1) could be deemed narrower than §17(a)(2) 

in the sense that it requires scienter, whereas §17(a)(2) does not. 

Aaron v. SEC, 446 U. S. 680, 697 (1980). But scienter is not disputed in 

this case, and the specific terms of §17(a)(2) are otherwise completely 

subsumed within the more general terms of §17(a)(1), as interpreted by 

the majority. 
 

 

Cite as: 587 U. S. ____ (2019) 7 

THOMAS, J., dissenting 

ments is “‘specifically dealt with’” in Rule 10b–5(b) and 

§17(a)(2). Id., at 646 (quoting D. Ginsberg & Sons, supra, 

at 208). But Rule 10b–5 and §17(a) also contain general

prohibitions that, “‘in [their] most comprehensive sense,

would include what is embraced in’” the more specific

provisions. 566 U. S., at 646. I would hold that the provisions specifically addressing false statements “‘must be

operative’” as to false-statement cases, and that the more 

general provisions should be read to apply “‘only [to] such 

cases within [their] general language as are not within 

the’” purview of the specific provisions on false statements. Ibid. 

Adopting this approach to the statutory text would align

with our previous admonitions that the securities laws

should not be “[v]iewed in isolation” and stretched to their 

limits. Hochfelder, 425 U. S., at 212. In Hochfelder, for 

example, we concluded that the key words of §10(b) employed the “terminology of intentional wrongdoing” and 

thus “strongly suggest[ed]” that it “proscribe[s] knowing or 

intentional misconduct,” even though the statute did not 

expressly state as much. Id., at 197, 214. We took a 

similar approach to §17(a)(1) of the 1933 Act. Aaron, 446 

U. S., at 695–697. We have also limited the terms of Rule 

10b–5 by recognizing that it was adopted pursuant to

§10(b) and thus “encompasses only conduct already prohibited by §10(b).” Stoneridge Investment Partners, LLC v. 

Scientific-Atlanta, Inc., 552 U. S. 148, 157 (2008); see 

Hochfelder, supra, at 212–214. 

Contrary to the suggestion of the majority, this approach does not necessarily require treating each provision of Rule 10b–5 or §17(a) as “governing different, mutually exclusive, spheres of conduct.” Ante, at 7. Nor does 

it prevent the securities laws from mutually reinforcing 

one another or overlapping to some extent. Ante, at 7–8. 

It simply contemplates giving full effect to the specific

prohibitions on false statements in Rule 10b–5(b) and 
 

 

8 LORENZO v. SEC 

THOMAS, J., dissenting 

§17(a)(2) instead of rendering them superfluous. 

The majority worries that this approach would allow 

people who disseminate false statements with the intent

to defraud to escape liability under Rule 10b–5. Ante, at 9. 

That is not so. If a person’s only role is transmitting

fraudulent misstatements at the behest of the statements’ 

maker, the person’s conduct would be appropriately assessed as a matter of secondary liability pursuant to provisions like 15 U. S. C. §§77o(b), 78t(e), and 78o(b)(4)(E). 

And if a person engages in other acts prohibited by the

Rule, such as developing and employing a fraudulent 

scheme, the person would be primarily liable for that 

conduct. 

The majority suggests that secondary liability may often

prove illusory. It hypothesizes, for example, a situation in 

which the “maker” of a false statement does not know that 

it was false and thus does not violate Rule 10b–5(b), but 

the disseminator knows that the statement is false. Under that scenario, the majority fears that the person disseminating the statements could be “engaged in an egregious fraud,” yet would not be liable as an aider and 

abettor for lack of a primary violator. Ante, at 12. This 

concern is misplaced. As an initial matter, I note that 

§17(a)(2) does not require scienter, so the maker of the 

statement may still be liable under that provision. Aaron, 

supra, at 695–697. Moreover, an ongoing, “egregious”

fraud is likely to independently constitute a primary

violation of the conduct-based securities laws, wholly

apart from the laws prohibiting fraudulent misstatements.

Here, by contrast, we are concerned with the dissemination of two misstatements at the request of their maker. 

This type of conduct is appropriately assessed under principles of secondary liability. 

B 

The majority’s approach contradicts our precedent in 
Cite as: 587 U. S. ____ (2019) 9 

THOMAS, J., dissenting 

two distinct ways.

First, the majority’s opinion renders Janus a dead letter. In Janus, we held that liability under Rule 10b–5(b)

was limited to the “make[r]” of the statement and that 

“[o]ne who prepares or publishes a statement on behalf of 

another is not its maker” within the meaning of Rule 10b–

5(b). 564 U. S., at 142 (emphasis added). It is undisputed

here that Lorenzo was not the maker of the fraudulent 

misstatements. The majority nevertheless finds primary 

liability under different provisions of Rule 10b–5, without 

any real effort to reconcile its decision with Janus. Although it “assume[s] that Janus would remain relevant 

(and preclude liability) where an individual neither makes 

nor disseminates false information,” in the next breath the 

majority states that this would be true only if “the individual is not involved in some other form of fraud.” Ante, 

at 10. Given that, under the majority’s rule, administrative acts undertaken in connection with a fraudulent 

misstatement qualify as “other form[s] of fraud,” the majority’s supposed preservation of Janus is illusory. 

Second, the majority fails to maintain a clear line 

between primary and secondary liability in fraudulentmisstatement cases. Maintaining this distinction is important because, as the majority notes, there is no private

right of action against mere aiders and abettors. Ante, at 

10; see Central Bank of Denver, N. A. v. First Interstate 

Bank of Denver, N. A., 511 U. S. 164, 191 (1994). Here, 

however, the majority does precisely what we declined to

do in Janus: impose broad liability for fraudulent misstatements in a way that makes the category of aiders and 

abettors in these cases “almost nonexistent.” 564 U. S., at 

143. If Lorenzo’s conduct here qualifies for primary liability under §10(b) and Rule 10b–5(a) or (c), then virtually 

any person who assists with the making of a fraudulent 

misstatement will be primarily liable and thereby subject 

not only to SEC enforcement, but private lawsuits. 
 

 

 

 

10 LORENZO v. SEC 

THOMAS, J., dissenting 

The Court correctly notes that it is not uncommon for

the same conduct to be a primary violation with respect

to one offense and aiding and abetting with respect to

another—as, for example, when someone illegally sells a 

gun to help another person rob a bank. Ante, at 11. But 

this case does not involve two distinct crimes. The majority 

has interpreted certain provisions of an offense so broadly

as to render superfluous the more stringent, on-point

requirements of a narrower provision of the same offense.

Criminal laws regularly and permissibly overlap with each

other in a way that allows the same conduct to constitute

different crimes with different punishments. That differs 

significantly from interpreting provisions in a law to completely eliminate specific limitations in a neighboring 

provision of that very same law. The majority’s

overreading of Rules 10b–5(a) and (c) and §17(a)(1) is

especially problematic because the heartland of these

provisions is conduct-based fraud—“employ[ing] [a] device, 

scheme, or artifice to defraud” or “engag[ing] in any act,

practice, or course of business”—not mere misstatements.

15 U. S. C. §77q(a)(1); 17 CFR §§240.10b–5(a), (c). 

The Court attempts to cabin the implications of its

holding by highlighting several facts that supposedly

would distinguish this case from a case involving a secretary or other person “tangentially involved in disseminat[ing]” fraudulent misstatements. Ante, at 7. None of 

these distinctions withstands scrutiny. The fact that 

Lorenzo “sent false statements directly to investors” in 

e-mails that “invited [investors] to follow up with questions,” ibid., puts him in precisely the same position as a 

secretary asked to send an identical message from her email account. And under the unduly capacious interpretation that the majority gives to the securities laws, I do not

see why it would matter whether the sender is the “vice

president of an investment banking company” or a secretary, ibid.—if the sender knowingly sent false statements, 
Cite as: 587 U. S. ____ (2019) 11 

THOMAS, J., dissenting 

the sender apparently would be primarily liable. To be 

sure, I agree with the majority that liability would be 

“inappropriate” for a secretary put in a situation similar to

Lorenzo’s. Ibid. But I can discern no legal principle in the

majority opinion that would preclude the secretary from 

being pursued for primary violations of the securities laws. 

* * * 

Instead of blurring the distinction between primary and 

secondary liability, I would hold that Lorenzo’s conduct 

did not amount to a primary violation of the securities 

laws and reverse the judgment of the Court of Appeals.

Accordingly, I respectfully dissent.