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High Court Says “Pure Omissions” on Public Disclosures Not Actionable Under Rule 10b-5(b)

For about 90 years, public companies have devoted significant time and resources toward complying in their public disclosures with Rule 10b-5, a regulation created under the Securities and Exchange Act of 1934 that prohibits...more

4th Circuit Case Alleging Misled Shareholders Offers Legal Boost for Merger-Interested Corporations

The 4th U.S. Circuit Court of Appeals on June 1, 2023, issued a strong defense opinion in Karp v. First Connecticut Bancorp, a case involving allegations under Section 14(a) of the Exchange Act that defendant First...more

SEC Releases Proposed New Rules on Climate-Related Disclosures

On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) issued proposed rules to significantly expand and standardize climate-related disclosures in SEC periodic reports and registration statements. According to...more

A New Avenue for Defendants in Securities Fraud Class Actions: Supreme Court Holds “Generic” Nature of Statements Is “Important...

Monday, the Supreme Court issued its highly anticipated ruling in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, holding that the generic nature of an alleged misrepresentation may be important evidence of...more

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