814
Syllabus
rity," maintaining that a broker who accepts payment for securities that he never intends to deliver, or who sells securities with intent to misappropriate the proceeds, violates § 10(b) and Rule 10(b)-5. This interpretation of the statute's ambiguous text in the context of formal adjudication is entitled to deference. See United States v. Mead Corp., 533 U. S. 218, 229-230. Neither the SEC nor this Court has ever held that there must be a misrepresentation about a particular security's value in order to run afoul of the Act. This Court disagrees with respondent's claim that his misappropriation of the proceeds, though fraudulent, does not have the requisite connection with the sales, which were perfectly lawful. The securities sales and respondent's practices were not independent events. Taking the complaint's allegations as true, each sale was made to further his fraudulent scheme; and each was deceptive because it was neither authorized by, nor disclosed to, the Woods. In the aggregate, the sales are properly viewed as a course of business that operated as a fraud or deceit on a stockbroker's customer. As in Superintendent of Ins. of N. Y. v. Bankers Life & Casualty Co., 404 U. S. 6; Wharf (Holdings) Ltd. v. United Int'l Holdings, Inc., 532 U. S. 588; and United States v. O'Hagan, 521 U. S. 642, all cases in which this Court found a § 10(b) violation, the SEC complaint here describes a fraudulent scheme in which the securities transactions and breaches of fiduciary duty coincide. Those breaches were therefore "in connection with" securities sales within § 10(b)'s meaning. Pp. 819-825.
238 F. 3d 559, reversed and remanded.
Stevens, J., delivered the opinion for a unanimous Court.
Matthew D. Roberts argued the cause for petitioner. With him on the briefs were Acting Solicitor General Clement, Deputy Solicitor General Kneedler, David M. Becker, Jacob H. Stillman, Richard M. Humes, Katharine B. Gresham, and Susan S. McDonald.
Steven H. Goldblatt argued the cause for respondent. With him on the brief was Roy T. Englert, Jr.*
*Briefs of amici curiae urging reversal were filed for AARP et al. by Deborah M. Zuckerman, Stacy J. Canan, Michael R. Schuster, and Kevin Roddy; and for NASD Regulation, Inc., by F. Joseph Warin, Douglas R. Cox, Andrew S. Tulumello, and Elisse B. Walter.
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