News & Analysis as of

Disclosure Requirements Regulation S-K

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

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The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Baker Botts L.L.P.

Form SD Deadline Approaching for Resource Extraction Issuers: Reminder and FAQs

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As previously discussed in our Client Alert issued on December 18, 2020 (available here), the U.S. Securities and Exchange Commission (the “Commission”) adopted its final rule (the “Final Rule,” available here) requiring...more

Snell & Wilmer

Summer 2024 Corporate Communicator

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On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more

BCLP

2024: Updates and Reminders for Upcoming Quarterly Filings

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Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more

Orrick, Herrington & Sutcliffe LLP

Insider Trading Policy Key Terms and Trends

With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more

Paul Hastings LLP

Public Company Watch: June 2024

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In the June edition of our Public Company Watch, we cover key issues impacting public companies, including the recent SEC staff statement on cybersecurity disclosures in Form 8-K, structural defenses against shareholder...more

McDermott Will & Emery

Supreme Court: Pure Omissions Cannot Support Rule 10b-5(b) Liability

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On April 12, 2024, the Supreme Court of the United States unanimously held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that pure omissions are not actionable under Rule 10b-5(b), promulgated by the US Securities...more

Locke Lord LLP

Public Company Option Grants in 2024

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Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules...more

Patterson Belknap Webb & Tyler LLP

Macquarie Infrastructure v. Moab: Pure Omissions Not Securities Fraud Under Rule 10b-5(b)

On April 12, 2024, the Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., unanimously held that pure omissions cannot form the basis of a securities fraud claim under Rule 10b-5(b) of the Securities...more

Wilson Sonsini Goodrich & Rosati

REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE Companies

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures...more

Husch Blackwell LLP

Supreme Court Holds Pure "Omissions" in MD&A Disclosure Cannot Support Liability Under Rule 10b-5

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On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more

Morgan Lewis - ML Benefits

SEC Enforcement of Proxy Perquisite Disclosures

The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more

Jones Day

U.S. Supreme Court Bars Liability for "Pure Omissions" Under Section 10(b) of Securities Exchange Act

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The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more

Pillsbury Winthrop Shaw Pittman LLP

Supreme Court Unanimously Rules “Pure Omissions” Not Actionable under SEC Rule 10b-5 Even If Disclosure Required by Item 303 of...

A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more

Bracewell LLP

US Supreme Court Holds That Pure Omissions Are Not Actionable Under Federal Anti-Fraud Rule

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In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more

Bass, Berry & Sims PLC

U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws

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The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases.  The case is important for issuers and shareholders alike for several reasons: -...more

Alston & Bird

Macquarie: High Court Declines to Expand Corporate Liability

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The U.S. Supreme Court’s decision in Macquarie v. Moab Partners draws a clear distinction between pure omissions and half-truths. Our Securities Litigation Group explains how the Court resolved a circuit split over public...more

Cadwalader, Wickersham & Taft LLP

SEC Adopts Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, that are less onerous than the...more

KPMG Board Leadership Center (BLC)

Directors Quarterly - Insights from the Board Leadership Center - April 2024

Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more

BCLP

The Supreme Court Rejects “Pure Omissions” Liability under Section 10(b)

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The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more

BakerHostetler

The U.S. Supreme Court Resolves Circuit Split, Holds That Pure Omissions Are Not Actionable in Securities Fraud Cases

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SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...more

WilmerHale

Supreme Court Limits Scope of Omission Liability Under Section 10(b)

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On April 12, 2024, the U.S. Supreme Court took a significant step to curb securities fraud suits based on alleged omissions in SEC filings. The Supreme Court held in Macquarie Infrastructure Corporation v. Moab Partners, L.P....more

Stinson - Corporate & Securities Law Blog

Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions

In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more

Cooley LLP

Public Companies Update – March One-Minute Reads

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SEC adopts rules governing climate disclosure, challenges lead to temporary stay of the rules On March 6, 2024, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules that mandate...more

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