[15] 7 U.S.C. § 6c(a)(5)(C) (rendering it “unlawful for any person to engage in any trading, practice, or conduct on or subject to the rules of a registered entity that . . . is, is of the character of, or is commonly known to the trade as, ‘spoofing’ (bidding or offering with the intent to cancel the bid or offer before execution)”). [16] Other statutes under which the SEC has pursued spoofing charges include Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a); Section 9(a) of the Exchange Act, 15 U.S.C. § 78i(a); and the Securities Act’s and Exchange Act’s aiding and abetting provisions, 15 U.S.C. § 77o(b) and 15 U.S.C. § 78t(e). See, e.g., Chen Complaint ¶¶ 78-95.

at 601-02 (Kavanaugh, J., Dissenting). 15 U.S.C. § 78t(e). [15] Judge Kavanaugh may choose to recuse himself from the case if confirmed to the Supreme Court.

See SEC v. Strebinger, 2015 U.S. Dist. LEXIS 93566, at *22 (N.D. Ga. June 11, 2015); but seeSEC v. Kelly, 817 F. Supp. 2d at 345 (“Because subsection (2) of Section 17(a) and subsection (b) of Rule 10b-5 are treated similarly, it would be inconsistent for Janus to require that a defendant have made the misleading statement to be liable under subsection (b) of Rule 10b-5, but not under subsection (2) of Section 17(a).”). In addition, Section 20(a) of the Securities Exchange Act (15 U.S.C. § 78t(a)), makes a person who controls a primary violator of Section 10(b) jointly and severally liable for the violation, “unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action.” The courts are divided as to whether the plaintiff must show that the alleged control person “culpably participated” in the underlying fraud.

§ 3663A. 18 U.S.C. § 3663(c)(1)(A)(i)-(B).United States v. Razzouk, 984 F.3d 181, 188–89 (2d Cir. 2020); compare United States v. Collins, 854 F.3d 1324, 1335 (11th Cir. 2017).United States v. Martin, 803 F.3d 581, 593 (11th Cir. 2015). 18 U.S.C. § 3664(e). 18 U.S.C. § 3663A(2).United States v. Goodrich, 12 F.4th 219, 228–29 (2d Cir. 2021); compare United States v. Stein, 846 F.3d 1135, 1152 (11th Cir. 2017).Goodrich, 12 F.4th at 229. 18 U.S.C. § 3663A(2). 446 F.3d 65, 135 (2d Cir. 2006).United States v. Agate, 613 F. Supp. 2d 315, 321 (E.D.N.Y. 2009).SeeUnited States v. Quatrella, 722 F. App’x 64, 69 (2d Cir. 2018); Unites States v. Benton, 765 F. App’x 477, 482 (2d Cir. 2019); Fed. Ins. Co. v. United States, 882 F.3d 348, 366 (2d Cir. 2018).In re Wellcare Health Plans, Inc., 754 F.3d 1234, 1239 (11th Cir. 2014).United States v. Cavallo, 790 F.3d 1202, 1239 (11th Cir. 2015).See United States v. Ojeikere, 545 F.3d 220, 223 (2d Cir. 2008).Reifler, 446 F.3d at 120–28. 18 U.S.C. § 2(a). 15 U.S.C. § 78t(e).United States v. Afriyie, 27 F.4th 161, 166 n.1 (2d Cir. 2022).

nd anti-fraud provisions of the Securities Exchange Act of 1934. 2 See e.g., In re Galena Biopharma Derivative Litig., No. 3:14-cv-382-SI LEAD, 2014 U.S. Dist. LEXIS 150986, at *36-37 (D. Or. Oct. 22, 2014) (explaining that Section 17(b) of the Securities Act prohibits disseminating information about a security without disclosing any consideration to be received in connection with same). 3 See 15 U.S.C.S. § 77q (b). 4 SEC v. Gorsek, 222 F. Supp. 2d 1099, 1105 (C.D. Ill. Apr. 20, 2001) (finding that there was no genuine issue of material fact whether certain defendants violated Section 17(b) because of their failure to disclose the amount and type of consideration received for the relevant communications). 5 Id. 6 SEC v. Liberty Capital Group Inc., 75 F. Supp. 2d 1160, 1163 (W.D. Wash. Feb. 18, 1999) (finding that unlike Section 17(a)(1) which prohibits fraud in the sale of securities and implies an element of intent, Section 17(b) does not state or require an element of intent). 7 See 15 U.S.C.S. § 78t (e). 8 According to the SEC's complaint and relevant SEC orders, TRX and BTT were offered and sold as investment contracts, making them subject to the federal securities laws. 9 Press Release, U.S. SEC. & EXCH. COMM’N, SEC Charges Crypto Entrepreneur Justin Sun and his Companies for Fraud and Other Securities Law Violations (Mar. 22, 2023), https://www.sec.gov/news/press-release/2023-59. 10 See In re Shaffer Chimere Smith, Securities Act Release No. 11170, at 4 (Mar. 22, 2023); In re Jake Joseph Paul, Securities Act ReleaseNo. 11171, at 4 (Mar. 22, 2023); In re Aliaune Damala Badara Akon Thiam, SecuritiesAct Release No. 11172, at 4 (Mar. 22, 2023); In re Lindsay Dee Lohan, SecuritiesAct Release No. 11173, at 4 (Mar. 22, 2023); In re Michele Anne Mason, Securities Act Release No. 11174, at 4 (Mar. 22, 2023); In re Miles Parks McCollum, SecuritiesAct Release No. 11175, at 4 (Mar. 22, 2023). The case against the remaining defendants is pending in the U.S. District Court for the Southern Dist

It filed a consolidated amended complaint in April 2019, naming Alphabet, Google, two other Google senior executives, and others as defendants. The complaint alleged primary violations of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and SEC Rule 10b-5, 17 C.F.R. § 240.10b-5, for securities fraud, as well as violations of Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), which imposes joint and several liability on persons in control of “any person liable under any provision” of securities law.In addressing Plaintiffs’ claims, the Court analyzed the two elements of a Section 10(b) claim. Regarding the first element, the Court applied the objective standard of a “reasonable investor” to determine whether a statement is misleading.

The operative Complaint contains securities fraud claims under 15 U.S.C. Section 78j(b) and Rule 10b-5 against DB and its current and immediate former CEOs and CFOs, covering a proposed class period of March 14, 2017 through May 12, 2020. It also contains Section 20(a) (15 U.S.C. Section 78t) control-person claims against the individual defendant executives.The Complaint alleges that DB made materially misleading statements (referred to in the Opinion and in this post as the “Challenged Statements”) in its annual reports, Form 20-F submissions, and on its website, regarding its AML/KYC policies and procedures, and that it responded to reporting highlighting deficiencies in those practices with public denials which claimed DB’s KYC program was in fact a robust one.Contrary to the Challenged Statements, the Complaint alleges, DB’s AML/KYC processes were materially ineffective – specifically, because high-ranking U.S. and global DB executives “routinely overruled” AML/KYC staff recommendations to avoid business relationships with high-risk clients and “politically exposed persons” (“PEPs”).

39 Section 20(a) of the Exchange Act provides that a person who controls another person found liable for a violation of the Exchange Act is jointly and severally liable unless the controlling person acted in good faith and did not directly or indirectly induce the violation. See 15 USC. § 78t(a). 40 See Lead Pls.' Insur Shamgunov and Elena Shamgunova Am. Class Action Comp., Bo Shen v. Exela Techs., Inc., et al., No. 3:20-cv-00691-D (N.D. Tex. Aug. 11, 2020), ECF No. 26. 41 See id. 42 See Bo Shen v. Exela Techs., Inc., No. 3:20-CV-0691-D, 2021 WL 2589584, at *1 (N.D. Tex. June 24, 2021).

SEC Release Nos. 33-8107; 34-46101; Commission Guidance on the Application of Certain Provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and Rules thereunder to Trading in Security Futures Products (June21, 2002).See SEC Release 34-20799, 49 F.R. 13867 (April 9, 1984) (the “1984 Adopting Release”) at 13869. The release continued by noting that this was explicitly a clarification and not a substantive change in the rule, as “Section 20(b) of the Act (15 U.S.C. 78t(b)) makes it unlawful for ‘any person, directly or indirectly, to do any act or thing which it would be unlawful for such person to do under the provisions of [the Act] or any rule or regulation thereunder through or by means of any other person."

Stoneridge Inv. Partners, LLC v. Sci.-Atlanta, Inc., 552 U.S. 148, 157 (2008).See 15 U.S.C. §78t(a). Rule 12b-2 provides that control may be established by showing that the defendant possessed “the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”