The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

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 caveats (discussed below), the decision is largely protective of issuers: it enshrines the distinction between "opinions" and "facts," and generally makes it difficult to hold issuers liable for securities fraud based on statements of opinion. 

In brief, the Court held that issuers that include opinions in a registration statement may be liable under Section 11 of the Securities Act of 1933 (the "Securities Act") for making an untrue statement of fact only when the issuer does not subjectively believe the stated opinion.  In so holding, the Court rejected the Sixth Circuit's view that an honestly-held opinion that was at the time or later proved to be untrue could subject the issuer to liability.  As the Court put it, Section 11 "is not, as the Court of Appeals and the [plaintiffs] would have it, an invitation to Monday morning quarterback an issuer's opinions." 

However, the Court also held that an opinion, even if honestly believed, could be actionable if it misleads a "reasonable investor" as to the basis for the opinion due to the omission of material facts.  That aspect of the Court's holding will most likely create substantial uncertainty regarding what a "reasonable investor" understands to be the implied basis for a particular opinion and potentially could lead lower courts to diverge in addressing that issue.  

The Omnicare litigation arose out of a 2005 stock offering by Omnicare, Inc. ("Omnicare"), the nation's largest provider of pharmacy services for nursing home residents.  See Omnicare, 2015 WL 1291916, at *4.  Omnicare's registration statement for the offering included the following statements of opinion:

  • "We believe our contract arrangements with other healthcare providers, our pharmaceutical suppliers and our pharmacy practices are in compliance with applicable federal and state laws."
  • "We believe that our contracts with pharmaceutical manufacturers are legally and economically valid arrangements that bring value to the healthcare system and the patients that we serve."

See id. at *4 (emphasis added).

Several years later, the Justice Department filed a civil False Claims Act suit against Omnicare alleging that the Company solicited and received millions of dollars in kickbacks from pharmaceutical manufacturers.  Thereafter, certain pension funds (the "Funds") sued Omnicare and certain of its directors and officers under Section 11 based on allegations that the compliance-with-law opinions in Omnicare's registration statement were false and misleading.  See Indiana State Dist. Council of Laborers & HOD Carriers Pension & Welfare Fund v. Omnicare, Inc., 2012 WL 462551 (E.D.Ky. Feb. 13, 2012). 

The district court granted Omnicare's motion to dismiss, holding that "statements regarding a company's belief as to its legal compliance are considered 'soft' information" that is not actionable unless the speaker "knew [the statements] were untrue at the time."  See Omnicare, 2015 WL 1291916, at *4.  There were no allegations of intentional deception in the Funds' complaint (in fact, the complaint expressly disavowed any attempt to allege intent or scienter on the part of defendants, no doubt to avoid triggering Fed. R. Civ. P. 9(b)'s requirement to plead fraud "with particularity").  On appeal, the Sixth Circuit reversed, holding that it was sufficient for the Funds to allege that "the stated belief was 'objectively false'" irrespective of whether the issuer subjectively believed the opinion.  Id.  The Supreme Court granted Omnicare's writ of certiorari to decide when statements of opinion are actionable under Section 11 of the Securities Act. 

Opinions Alleged To Be Misstatements of Fact:  Writing for the Court, Justice Kagan[1] first addressed when a statement of opinion could constitute an "untrue statement of . . . material fact."  See Omnicare, 2015 WL 1291916, at *5.  The Court quickly brushed aside the Funds' argument (and the Sixth Circuit's holding) that subjective disbelief was not required as "conflating" facts and opinions:  "a statement of fact ('the coffee is hot') expresses certainty about a thing, whereas a statement of opinion ('I think the coffee is hot') does not."  Section 11 exposes issuers to liability not for "untrue statement[s]," but for "untrue statement[s] of . . . fact."  Id. (citing 15 U.S.C. § 77k(a) (emphasis added)).  The only "fact" typically implied in an opinion is "that the speaker actually holds the stated belief."[2]

Therefore, an opinion is actionable as a misstatement of fact under Section 11 only if the speaker actually does not believe the statement:  "[A] sincere statement of pure opinion is not an 'untrue statement of material fact,' regardless whether an investor can ultimately prove that belief wrong."  The Court illustrated the point:  "If, for example, [a CEO] said 'I believe our marketing practices are lawful,' and actually did think that, [the CEO] could not be liable for a false statement of fact—even if [the CEO] afterward discovered a longtime violation of law."  Because the Funds' complaint failed to plead that Omnicare did not actually hold the challenged opinions, they were not actionable as misstatements of fact under Section 11.

Opinions Alleged To Be Misleading Due To Omitted Information:  Next, the Court addressed whether an opinion, "even if literally accurate" as honestly believed, may be actionable because the omission of "discrete factual representations" makes it "misleading to an ordinary investor."  Much of this analysis was devoted to the expectations of a "reasonable investor."  As a starting point, the Court observed that a reasonable person understands and takes into account the difference between statements of fact and opinion, particularly when found in a registration statement, "which the reasonable investor expects has been carefully worded to comply with the law.  When reading such a document, the investor thus distinguishes between the sentences 'we believe X is true' and 'X is true.'"  A reasonable investor, according to the Court, "grasps" that opinions lack certainty and are not "guarantees," and therefore, the omission of a fact that "merely rebuts" the opinion does not render it misleading.

On the other hand, the Court rejected Omnicare's argument that an opinion can never be actionable due to omitted material facts.  Rather, a reasonable investor may, "depending on the circumstances, understand an opinion statement to convey facts about how the speaker formed the opinion—or, otherwise put, about the speaker's basis for holding that view.  And if the real facts are otherwise, but not provided, the opinion statement will mislead its audience."  The Court then proceeded to illustrate its point, and in the process highlighted the uncertainty now confronting issuers when they offer opinions in securities filings.  Using the hypothetical statement "we believe our conduct is lawful," the Court explained what a reasonable investor might plausibly understand as to the basis for such an opinion:

  • The statement was made after consulting with a lawyer or, in the securities context, based on "meaningful legal inquiry;"
  • The opinion is consistent with "advice from regulators or consistent industry practice;"
  • There is no contrary legal advice; and/or
  • There is no knowledge that the "Federal Government was taking the opposite view."

The Court also offered additional guidance in stating that reasonable investors:

  • "understand that opinions sometimes rest on weighing competing facts," and therefore would not infer that "every fact known to an issuer supports its opinion statement";[3]
  • consider the statement in context in light of "all its surrounding text, including hedges, disclaimers, and apparently conflicting information"; and
  • take into account industry customs and practices.

The Court discounted Omnicare's argument that the potential for liability based on misleading (but literally accurate) opinions threatens issuers with massive liability.  The Court emphasized that an investor cannot state a claim by simply alleging that the issuer failed to reveal the basis for its opinion.  Citing Ashcroft v. Iqbal, 556 U.S. 662 (2009), the Court stated that a plaintiff "must identify particular (and material) facts going to the basis for the issuer's opinion—facts about the inquiry the issuer did or did not conduct or the knowledge it did or did not have—whose omission makes the opinion statement at issue misleading to a reasonable person reading the statement fairly and in context."  To the Court, "that is no small task for an investor."

The Court remanded the case to the district court to determine whether a reasonable investor could have been misled as to the basis for Omnicare's opinions.[4]


In at least one sense, the impact of Omnicare is apparent: issuers and other participants in a public offering will not be liable for making untrue statements of fact under Section 11 for honestly-held opinions that turn out to be false.  That ruling, in and of itself, offers significant protection to U.S. securities issuers.  In other ways, however, the opinion raises a new set of questions, some of which will not be definitively answered for some time.

The Decision Generally Should Apply to Opinions Challenged Under Section 12(a)(2) of the Securities Act and Section 14(a) of the Exchange ActWhile Omnicare involved statements of opinion challenged under Section 11 of the Securities Act, the decision should apply to opinions challenged under certain other federal securities law liability provisions, including Section 12(a)(2) of the Securities Act and Section 14(a) of the Exchange Act.  The decision itself does not address the issue, nor does it expressly limit its holding to Section 11.  In fact, the Court grappled at several points in the opinion with arguments based on its decision in Virginia Bankshares, Inc. v. Sandberg, 501 U.S. 1083 (1991), which addressed when statements of opinion are actionable under Section 14(a) of the Exchange Act in the context of an allegedly misleading proxy solicitation.  The Omnicare Court never raised the fact that Virginia Bankshares arose under Section 14(a) as a basis for distinguishing or otherwise dealing with that decision.  We perceive no reason for applying a different framework for determining when statements of opinion are actionable under most other Securities or Exchange Act liability provisions, with the exception of Section 10(b).  Because scienter is an essential element, it is difficult to perceive how an honestly held opinion could ever be actionable under Section 10(b) as misleading due to the omission of material facts. 

Plaintiffs Confront A Difficult Dilemma In Attempting to Plead a Section 11 Claim Challenging an Opinion.  The Fund plaintiffs in Omnicare chose not to plead (and expressly disavowed any allegations of) an intent to deceive on the part of defendants.   That pleading technique avoids implicating the heightened pleading requirements in Rule 9(b) of the Federal Rules of Civil Procedure, which requires that fraud be pled with particularity.  In this instance, however, it also doomed plaintiffs' claim that the challenged opinion constituted a misstatement of fact because, as the Court held, opinions typically imply only the fact that the speaker believes the opinion.  Going forward, issuers and their counsel may benefit from plaintiffs having to choose, in challenging an opinion, between pleading subjective disbelief (thereby triggering Rule 9(b)), or omitting such an allegation and forfeiting a claim that an opinion is false (other than as lacking a reasonable basis).

The Court's Reference to Iqbal Reinforces That Conclusory Assertions Are Insufficient To Survive a Motion to Dismiss.  Recognizing that Section 11 is not a "general disclosure requirement," the Court emphasized that to adequately plead that an opinion is misleading, an investor "cannot simply say that the issuer failed to reveal its basis."  Instead, it must plead—with more than conclusory statements—the omission of a material fact that renders the opinion misleading.  While not breaking new ground, the Court's statement, made in the context of rejecting Omnicare's concerns about the "breadth of liability," reinforces the vitality of Bell Atlantic, Inc. v. Twombly, 550 U.S. 544 (2007), Iqbal, and their progeny in requiring plaintiffs to plead "plausible" claims for relief.

There Could Be Significant Uncertainty Regarding When an Opinion Has a Reasonable Basis.  On the other hand, by adopting a test that looks to a reasonable investor's understanding, the Court has injected significant uncertainty into how lower courts will assess when an opinion is misleading.  Courts almost certainly will have different views on what reasonable investors would understand as the basis for a particular opinion; the Court's reference to industry customs and norms opens the door to a battle of the experts on those issues; and the Court's emphasis on the context for the opinion begs the question of what the relevant context is and how it informs a reasonable investor's understanding of the opinion.  In short, the Court has created a test that very well may be rife with factual disputes, possibly making it difficult (notwithstanding Twombly and Iqbal) for an issuer to succeed on a motion to dismiss at the outset of the litigation. 

For a copy of the decision, please click here.

[1] Justice Kagan's opinion was joined by Chief Justice Roberts and Justices Kennedy, Ginsburg, Breyer, Alito and Sotomayor.  Justices Scalia and Thomas issued separate concurring opinions.

[2] Justice Kagan acknowledged that a statement beginning with "I believe" could contain "embedded statements of fact," using the example "I believe our TVs have the highest resolution available because we use a patented technology to which our competitors do not have access."  See Omnicare, 2015 WL 1291916, at *6 (emphasis added).  The italicized portion of that quotation is a fact, not a statement of opinion.

[3] As an illustration, the Court stated that an issuer would be justified in not disclosing that a single junior attorney "expressed doubts about a practice's legality when six of his more senior colleagues gave the stamp of approval." 

[4] In his concurring opinion, Justice Scalia took issue with the Court's holding that a reasonable investor "is right to expect a reasonable basis for all opinions in registration statements" on the ground that it unreasonably presumes "expertise on all topics volunteered within a registration statement."  Justice Scalia suggested that the test adopted by the Court "invites roundabout attacks upon expressions of opinion" that turn out to be wrong based on allegations that the speaker's basis was not "objectively adequate," even if the speaker subjectively believed he or she had an adequate basis for the opinion.  Justice Thomas, in his concurring opinion, stated that the Court should not have opined on the question of "whether and under what circumstances an omission may make a statement of opinion misleading" because it was not ruled on by the courts below.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Orrick, Herrington & Sutcliffe LLP | Attorney Advertising

Written by:

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.