SEC Complaint: Lawrence J. Robbins - MemoFin.fr

knew, recklessly disregarded, or should have known, that the information was conveyedin breach of a fiduciary duty, or obligation arising from a similar relationship oftrust andconfidence.70. Robbins knew, recklessly disregarded, or should have known, that theinformation that he received concerning Millennium and Sepracor was disclosed ormisappropriated in breach of a fiduciary duty, or similar relationship of trust andconfidence.71. By virtue of the foregoing, Robbins, in connection with the purchase orsale of securities, by the use ofthe means or instrumentalities ofinterstate commerce, orofthe mails, or a facility ofa national securities exchange, directly or indirectly: (a)employed devices, schemes or artifices to defraud; (b) made untrue statements ofmaterialfact or omitted to state material facts necessary in order to make the statements made, inthe light ofthe circumstances under which they were made, not misleading; or (c)engaged in acts, practices or courses ofbusiness which operated or would have operatedas a fraud or deceit upon persons.72. By virtue ofthe foregoing, Robbins, directly or indirectly, violated, andunless enjoined, will again violate, Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.P.R. § 240.10b-5].CLAIM II Violations of Section 14(e) of the Exchange Act and Rule 14e-3 thereunder 73. The Commission realleges and incorporates by reference paragraphs 1through 72, as though fully set forth herein.74. Prior to the public announcement of the tender offers for Millennium andSepracor and after a substantial step or steps to commence each ofthe tender offers had18