[20190424]LSB10293_谎言和阴谋：最高法院扩大证券欺诈责任.pdf

CRS Legal Sidebar Prepared for Members and Committees of Congress Legal SidebarLegal Sidebari i Lies and Schemes: Supreme Court Expands Securities Fraud Liability April 24, 2019 The Supreme Court recently held in Lorenzo v. Securities and Exchange Commission that persons who knowingly disseminate false statements to investors violate the “scheme liability” provisions of federal securities law even if they do not have ultimate authority over the content of those statements. In reading the scheme liability provisions to reach this conduct, the Court expanded the scope of “primary” securities fraud liability and, by extension, the range of defendants that private plaintiffs can sue for fraud. The Courts decisionwhich bucks a trend of recent opinions narrowing the anti-fraud provisions of the securities lawshighlights a longstanding debate over the proper scope of private causes of action under those provisions. This Sidebar discusses the Courts decision in Lorenzo and its implications for Congress. “Primary” and “Secondary” Securities Fraud Liability The federal securities laws contain a variety of anti-fraud provisions. Section 10(b) of the Securities Exchange Act of 1934 (the Exchan