Source: cases/15usc78j/us-564-135-janus-v-first-derivative.case
Case source: https://www.neochart.com/catalog/cases/us/volume_564/0135_01/index.html
For purposes of Rule 10b-5, 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.
But this assistance, subject to the ultimate control of Janus Investment Fund, does not mean that JCM “made” any statements in the prospectuses.
casedsl 1 case /us/564/0135-01 name Janus Capital Group, Inc. v. First Derivative Traders cite 564 U.S. 135 (2011) court Supreme Court of the United States date 2011-06-13 url catalog/cases/us/volume_564/0135_01/index.html source ir/caselaw/us_564.jsonl sha1=2ecee17ff59ac4ad27a514d7116bc858cc47df54 chars=48290 law 15usc78j role applied posture private Rule 10b-5(b) damages; dismissal reviewed on allegations; majority only result claimant-lost element statement : not-satisfied [pleaded] party Janus Capital Management LLC theory Rule 10b-5(b) ultimate authority variant statement-maker/independent-fund-adviser fact @590..946 [supports] | Janus Capital Group, Inc. (JCG), is a publicly traded company that created the Janus family of mutual funds. These mutual funds are organized in a Massachusetts business trust, the Janus Investment Fund. Janus Investment Fund retained JCG’s wholly owned subsidiary, JCM, to be its investment adviser and administrator. JCG and JCM are the petitioners here. fact @947..1080 [cuts-against] | Although JCG created Janus Investment Fund, Janus Investment Fund is a separate legal entity owned entirely by mutual fund investors. fact @1395..1592 [cuts-against] | At all times relevant to this case, all of the officers of Janus Investment Fund were also officers of JCM, but only one member of Janus Investment Fund’s board of trustees was associated with JCM. fact @14412..14528 [cuts-against absent] | There is no allegation that JCM in fact filed the prospectuses and falsely attributed them to Janus Investment Fund. rule @7684..7865 | For purposes of Rule 10b-5, 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. held @14939..15083 | But this assistance, subject to the ultimate control of Janus Investment Fund, does not mean that JCM “made” any statements in the prospectuses. gloss Preparation and affiliated management supplied influence, but the legally separate fund retained ultimate control. No conclusion on every other fraud element follows from dismissal on maker status. misfit Only majority maker attribution is encoded. The later Lorenzo distinction between Rule 10b-5(b) and (a)/(c), already noted in the law catalogue, prevents treating this holding as blanket immunity from scheme liability.