Materiality

News & Analysis as of

Third Circuit Evaluates The Definition Of “Materiality” In Rescission Claims

In a case on which we previously reported, the Third Circuit recently evaluated the legal standard for determining materiality in a claim for rescission of an insurance contract. The case involved a dispute between two...more

Sixth Circuit Examines Materiality and Government Knowledge under the FCA

As its name implies, the False Claims Act (FCA) prohibits false or fraudulent claims to the federal government. Broadly construed, the FCA can apply to anyone receiving federal funds, but it is especially critical to...more

FPPC Amends Conflict of Interest Regulations

As part of a larger project, the Fair Political Practices Commission adopted language amending the set of regulations that identify the standards for determining what constitutes a material financial effect of a public...more

Participation Not Required: SEC Charges Mayor as Control Person in Municipal Bond Offering

In an unprecedented exercise of its authority to charge municipal officials with “control person” liability, the Securities and Exchange Commission (SEC) recently announced fraud charges against the City of Allen Park,...more

Omnicare Court Ponders Two Middle Paths: One Rocky, One Smooth

Monday’s oral argument before the Supreme Court in Laborers District Counsel Construction Industry Pension Fund v. Omnicare, Inc., (“Omnicare”) was remarkable in that, as Omnicare attorney Kannon Shanmugam noted, it was the...more

Blog: SCOTUS Hears Omnicare: When Can A Statement Of Opinion Be Actionable As A “False Statement Of Material Fact”?

Yesterday, SCOTUS heard oral argument in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The case seeks to answer this question: when can a statement of opinion be actionable as a “false...more

Post-Therasense: Federal Circuit Divided on Inequitable Conduct

Am. Calcar, Inc. v. Am. Honda Motor Co., Inc. - In a post-Therasense decision, addressing the issue of inequitable conduct the U.S. Court of Appeals for the Federal Circuit upheld a district court’s finding that the...more

Fourth Circuit: Twenty-Seven Days of Inaction Enough to Waive Right to Rescind for Violations of Protective Safeguards Clause

The marriage liturgy in the Anglican Book of Common Prayer contains the well-known line “speak now or forever hold your peace,” and the take-away from a recent Fourth Circuit decision out of North Carolina is clearly “act now...more

Texas Supreme Court Clarifies Scope and Application of the “Anti-Technicality” Statute

In Greene v. Farmers Insurance Exchange, the Texas Supreme Court clarified the scope and application of § 862.054 of the Texas Insurance Code, the “anti-technicality” statute, holding that the clause would only operate in...more

Texas Supreme Court Weighs In Again on the Scope of the Material Breach Doctrine

Last week, the Texas Supreme Court handed down a length opinion that involved the material breach doctrine. The doctrine — adopted twenty years ago in Hernandez v. Gulf Group Lloyds, 875 S.W.2d 691 (Tex. 1994) and...more

SEC Investigations Spur Debate over "Materiality" of Cyberattacks

Following a record year for data breach incidents — with eight breaches exposing over 10 million identities — the U.S. Securities and Exchange Commission (SEC) is closely scrutinizing how those breaches were handled. Multiple...more

Sixth Circuit Vacates Lower Court Judgment and Awards Website Operator Immunity

In August of 2013, this blog wrote about the case Jones v. Dirty World Entertainment Recordings, LLC, 965 F. Supp. 2d 818 (E.D. Ky. 2013) ("Jones I"). As described then, Jones I dealt with the following set of facts...more

Frank Aragona Trust: A Taxpayer Win

In a case of first impression, Frank Aragona Trust v. Commissioner, 142 T.C. No. 9 (Mar. 27, 2014), the Tax Court held that a trust could materially participate in a trade or business based upon the activities of the...more

A Materially Different View On Pre-deal Research Reports In Hong Kong IPOs

As financial markets globalize, particular markets have increasing opportunities to shape themselves by adopting processes, concepts and regulatory frameworks borrowed from other markets. Given their highly-developed nature,...more

Federal Circuit Affirms Inequitable Conduct Determination Under Therasense “But For” Exception and Reaffirms Significance of Rohm...

Today, the Federal Circuit upheld the District Court’s inequitable conduct verdict based on the submission of false affidavits to the United States Patent & Trademark Office (“PTO”). Intellect Wireless, Inc. v. HTC Corp.,...more

PCAOB Offers Guidance for Accounting Firms and Accountants Preparing Written Statements of Position

On September 19 and 20, 2013, the American Law Institute presented its annual course, Accountants’ Liability: Managing Risks in a Changing Environment. One highlight of the conference was a Public Company Accounting...more

Materiality Standard Applies to False and Misleading Statements under the FDCPA

Earlier this summer, in a per curiam opinion, the Fourth Circuit confirmed that a false or misleading statement under 15 U.S.C. § 1692e must be material in order to violate the FDCPA. See Lembach and Lembech v. Bierman, et...more

Second Circuit Addresses Materiality of Alleged Omissions at the Pleading Stage

Earlier this week, the United States Court of Appeals for the Second Circuit issued a noteworthy decision regarding the standard for judging the materiality of alleged omissions in a class action lawsuit brought under Section...more

Materiality Momentum

In April, a number of interesting developments occurred that contribute to the momentum on the topic of materiality in sustainability reporting. The common theme is a focus on better defining material environmental, social...more

How To Disclose A Possible FCPA Violation

The internet is filled with articles written by lawyers, consultants and government officials on when a company should disclose a potential FCPA violation or a government FCPA investigation. ...more

Fifth Circuit Holds That Securities Fraud Defendants May Not Rebut the Fraud-on-the-Market Presumption at the Class Certification...

In Erica P. John Fund, Inc. v. Halliburton Co., No. 12-10544, 2013 WL 1809760 (5th Cir. Apr. 30, 2013), the United States Court of Appeals for the Fifth Circuit held that a defendant in a securities fraud class action is not...more

What is a "Material Change" Affecting Off The Plan Sales?

The Supreme Court of Victoria has recently decided a case that highlights a number of issues for off the plan sales and developments in Victoria. The Court addressed situations where purchasers are entitled to rescind...more

Cornish v. Ontario Securities Commission

On March 19, 2013, the Ontario Superior Court of Justice (Divisional Court) released its judgment in Cornish v. Ontario Securities Commission, on appeal from a decision of the Ontario Securities Commission (the “Commission”)...more

The Material Impact of the Amgen Decision on D&O Insurance

In Amgen, Inc. v. Connecticut Retirement Plans and Trust Funds, No. 11-1085 (Slip Op. Feb. 27, 2013), the U.S. Supreme Court, in a 6-3 majority opinion (Ginsburg, J.), affirmed the U.S. Court of Appeals for the 9th Circuit’s...more

Life Sciences Companies Should Protect Themselves Against Increased Exposure to Costly Securities Fraud Lawsuits After Supreme...

What you need to know: The Supreme Court recently found that defendants in class action securities fraud lawsuits will not be able to challenge the materiality of allegedly fraudulent misstatements or omissions at the...more

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