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In 2012, after working at First National Bank for six years, Billy Bryant helped establish Breakstone Capital Corporation (BCC), a venture capital firm that invested in the communications and technology sectors. BCC went public in 2014, and Bryant served as its CEO and chairman of the board. Various documents filed with the SEC stated that Bryant earned a BBA degree in accounting from Northwest University. In fact, Bryant attended Northwest for four years, but he did not graduate. After being pressured by a journalist, Bryant disclosed the misrepresentation to the BCC board. The same day, the company issued a press release correcting the statement.

The press responded negatively to "another CEO that lied about his resume" and speculated about "what else might not be right." On the day the press release was issued, BCC's stock price dropped from $32.45 per share to $16.22, but it fully recovered within a month.

Shareholders sued, alleging that the misrepresentation violated section 11 of the 1933 Act, section 10(b) of the 1934 Act and Rule 10b-5.

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