Material Misstatements

News & Analysis as of

PCAOB Launches Audit Committee “Dialogue”

As part of its audit committee outreach efforts, the Public Company Accounting Oversight Board has established a webpage called "Audit Committee Dialogue" focusing on recurrent areas of concern identified by the PCAOB over...more

Bridging the Week - June 2015 #4

Investment Adviser Chief Compliance Officer Blamed in SEC Lawsuit for President’s Theft of Client Funds; SEC Commissioner Criticizes Enforcement Actions Against CCOs Generally - The Securities and Exchange Commission...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Compliance Officers Can Face Individual Liability for Corporate Importation Violations

Corporate officers and shareholders take note: personal liability for unpaid duties may result from material misrepresentations on import documentation even when the importer of record is a corporate entity. The corporate...more

SEC Files Financial Fraud Actions, Mired In Controversy

In the wake of the market crisis and the formation of a task force, the SEC has sought to focus in part on financial fraud actions. The action filed at the close of last week against Computer Sciences Corporation and seven of...more

Fourth Circuit Case Reminds Government Contractors of False Claims Act Breadth

The recent opinion from the U.S. Court of Appeals for the Fourth Circuit in United States ex rel. Badr v. Triple Canopy, Inc., serves as a reminder of the breadth of the civil False Claims Act when applied to federal...more

The MCDC Initiative: December Was Just The Beginning

As many of our issuer clients know, as a result of perceived wide-spread violations of post issuance reporting compliance, in 2014 the SEC conducted its “Municipal Continuing Disclosure Compliance Initiative” or the “MCDC...more

Securities and Governance Update

With a single statement the SEC upended the private ordering of how shareholder proposals are often dealt with in the height of proxy season. Historically, it has been well settled that companies may exclude shareholder...more

Liability for Statements of Opinion–New Clarity from the Supreme Court

The U.S. Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund resolved a clear split in the federal courts of appeal regarding when statements of opinion may give...more

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material...more

Corporate Investigations & White Collar Defense - April 2015

It’s Stifling in Here! SEC Rules That Companies Can’t Put Restrictive Language in Confidentiality Agreements That Could Potentially Stifle Whistleblowers - Why it matters: On April 1, 2015, the SEC announced its...more

Three Top Considerations After Omnicare

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U. S. ____ (2015), the Supreme Court clarified issuer liability under §11 of the Securities Act. Section 11 provides that issuers are...more

Trends in Securities Litigation Influenced by Recent Supreme Court Decisions

Securities Exchange Act Claims - Data from a National Economic Research Associates, Inc. study, Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review, demonstrates that filings alleging securities...more

SEC Secures Victory on Fraud Allegations Against Technology Executive

The US District Court for the District of Columbia took the unusual step of granting summary judgment against a technology company executive who the Securities and Exchange Commission accused of various violations of the...more

And the Defense Wins

In Banner Life Insurance Co. v. Jacqueline L. Noel, 2013 U.S. App. LEXIS 1539 (4th Cir. 2013), aff’g 861 F. Supp. 2d 701 (E.D. Va. 2012), the U.S. Court of Appeals for the Fourth Circuit recently affirmed the district court’s...more

Corporate & Financial Weekly Digest - Volume X, Issue 14

In This Issue: - NFA Updates BASIC to Assist With Bylaw 1101 Diligence on Delegating CPOs - Second Circuit Refuses to Rehear Groundbreaking Insider Trading Case - SEC Secures Victory on Fraud Allegations...more

Supreme Court Clarifies Scope of Liability Under Section 11 of the Securities Act of 1933

What you need to know: Public companies and practitioners alike have historically relied on the “bespeaks caution” doctrine, meaning that qualifying a statement as a belief was an effective disclaimer that the statement...more

Supreme Court Decides Omnicare

When an Opinion May Be Considered a Statement of Fact - Overview: On March 24, 2015, the Supreme Court issued its ruling in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, resolving a...more

United States Supreme Court Resolves Circuit Split Regarding Section 11 Claims Predicated Upon Allegedly Misleading Statements of...

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (U.S. Mar. 24, 2015), the United States Supreme Court addressed the circumstances under which a claim alleging...more

RMBS Claims Against Ratings Agencies Dismissed as Time-Barred

On March 27, 2015 Judge John Robert Blakely of the U.S. District Court for the Northern District of Illinois granted Standard & Poor’s Financial Services, LLC’s and Moody’s Investors Service, Inc.’s motion to dismiss claims...more

SEC Charges Ex-CEO with Concealing Personal Use of Corporate Funds from Investors, Settles with Corporation

Signaling that it is closely scrutinizing the expenses of senior executives and the internal controls of public companies, the Securities and Exchange Commission charged former Polycom CEO Andrew M. Miller this week with...more

Securities Act Claims Limitations Clarified

Ruling in favor of Quinn Emanuel client the Federal Housing Finance Agency, Judge Denise Cote of the Southern District of New York recently shed new light on how courts should apply the statute of limitations to claims...more

Omnicare and the "Reasonable Investor" Standard for Statements of Opinion

On March 24, 2015, the U.S. Supreme Court unanimously decided the closely followed case of Omnicare v. Laborers District Council Construction Industry Pension Fund concerning liability for false statements of opinion made in...more

In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for...

On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement Matters - SEC 2015 Rulemaking Geared to Asset Managers - Certain Personnel of Registered Municipal Advisers Will Be Subject to Qualification Exams - Rulemaking Completed for Reg A+, But Will It Matter? -...more

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