Material Misstatements

News & Analysis as of

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

RBS Motion to Dismiss RMBS Fraud Claim Granted in Part

On March 20, U.S. District Judge Paul G. Gardephe of the Southern District of New York granted in part and denied in part Defendants’ motion to dismiss a complaint filed by several HSH Nordbank affiliates against several RBS...more

U.S. Supreme Court’s Omnicare Decision Examines Liability in Statements of Opinion

The United States Supreme Court in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., clarified standards for liability that a company issuing securities may face through...more

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

Supreme Court to Securities Issuers: Beware What You Omit When Stating Your Opinions

Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

Truthful . . . but Not Forthcoming? FERC Staff Takes Aggressive View of Material Omissions as Basis for Intent in Maxim Power

Recent positions taken by FERC’s Enforcement Staff in the Maxim Power show cause proceeding add to the uncertainty regarding what information market participants must volunteer when communicating with the Commission,...more

Omnicare: Good and Bad News for Security Issuers Offering Statements of Opinion

Securities issuers breathed a collective sigh of relief last week when the U.S. Supreme Court ruled in Omnicare Inc. et al. v. Laborers District Council Construction Industry Pension Fund et al. that Section 11 of the...more

The Supreme Court’s Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The...

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant...more

But That’s Just, Like, Your Opinion, Man: U.S. Supreme Court Clarifies Executive Statement Liability Under Securities Law

Statements of opinion do not constitute an “untrue statement of fact” if they turn out to be incorrect, the U.S. Supreme Court has ruled in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund,...more

In Omnicare, U.S. Supreme Court Issues Landmark Securities Decision

On Tuesday, March 24, 2015, the U.S. Supreme Court issued a landmark securities decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, finding that incorrect statements of opinion provided...more

U.S. Supreme Court’s Omnicare Decision Leaves Open Narrowed Theory Of Liability For Statements Of Opinion Under Federal Securities...

Can a public company violate the federal securities laws simply by expressing an opinion that turns out to be wrong? In 2013, the U.S. Court of Appeals for the Sixth Circuit startled the business community by recognizing just...more

High Court Announces New Standard for Opinion Statements

The U.S. Supreme Court found middle ground in Omnicare this week, holding that issuers’ statements of opinion issued in registration statements can be the basis for liability under Section 11 if either the speaker does not...more

Underwriter, Two Employees Charged By SEC

The SEC brought another case tied to Chinese reverse mergers. This one differs from many earlier actions which focused on the company and or the executives. This action names as defendants one broker-dealer and two of its...more

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