564 U.S. 135 (2011)
Janus Capital Group v. First Derivative Traders is a foundational Supreme Court decision that sharply defines who can be a primary violator under Rule 10b-5(b) in private securities fraud actions.
Whether a mutual fund's investment adviser, which allegedly participated in drafting and disseminating the fund's prospectuses, can be held primarily liable in a private action under Rule 10b-5(b) for false or misleading statements contained in those prospectuses.
For purposes of private liability under Rule 10b-5(b), 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. Without such authority, a person who merely prepares or publishes a statement on behalf of another is not its maker. In the ordinary case, attribution of a statement to a specific person or entity at the time of dissemination is sufficient to establish that entity as the maker. Secondary actors who substantially participate in drafting or dissemination, but lack ultimate authority, are not primary violators under Rule 10b-5(b), and private aiding-and-abetting liability is barred by Central Bank of Denver.
No. JCM did not "make" the statements in JIF's prospectuses because it lacked ultimate authority over their content and dissemination; JIF, a separate legal entity with its own board, did. Accordingly, JCM cannot be held primarily liable in a private Rule 10b-5(b) action for those statements. The Supreme Court reversed the Fourth Circuit's judgment.
Janus materially limits private Rule 10b-5(b) actions against secondary actors by requiring plaintiffs to identify a defendant with ultimate authority over the challenged statements. It protects advisers, lawyers, accountants, and other service providers from primary liability for misstatements issued by their clients unless the statements are attributed to them or they otherwise possess ultimate authority. As a practical matter, plaintiffs may pivot to alternative theories—such as scheme liability under Rule 10b-5(a) and (c), control-person claims under Section 20(a), or suits against the entity that actually issued the statement. After Janus, the Court in Lorenzo v. SEC clarified that dissemination of false statements with scienter can constitute scheme liability even if the disseminator is not the "maker," but Janus's definition of "make" remains controlling for subsection (b). For law students, Janus is essential to understanding the architecture of securities fraud liability, the importance of attribution and corporate separateness, and the continued narrowing of the private right of action under Section 10(b).