News & Analysis as of

Disclosure Requirements Rule 10b-5 Securities Regulation

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Rule 10b5-1

On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs,...more

A&O Shearman

Eastern District Of North Carolina Dismisses Securities Claims Against Auto Parts Retailers

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On January 23, 2025, Judge James C. Dever III of the United States District Court for the Eastern District of North Carolina dismissed a putative securities class action against an auto parts retailer (the “Company”) and...more

Jones Day

United States Supreme Court to Hear Two Securities Cases This Term

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The Supreme Court is set to hear arguments in two cases concerning the pleading standard in securities fraud class actions....more

Goulston & Storrs PC

What's Market: 10b-5 Representations

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In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...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

Eversheds Sutherland (US) LLP

Supreme Court narrows scope of omissions liability under the Securities Exchange Act

On April 12, 2024, the Supreme Court resolved a circuit split and limited the scope of omissions liability under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b). The decision will limit the scope of...more

Carr Maloney P.C.

Supreme Court Holds that Pure Omissions Cannot Support a Private Cause of Action Under SEC Rule 10b-5(b)

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After hearing arguments on January 16, 2024, the Supreme Court issued its unanimous opinion on Macquarie Infrastructure Corp., et al. v. Moab Partners, LP, et al, on April 12, 2024. The Supreme Court granted certiorari to...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

Sheppard Mullin Richter & Hampton LLP

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

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On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

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On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Mayer Brown

U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule...

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Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a...more

Vinson & Elkins LLP

SCOTUS Unanimously Resolves Securities Fraud Circuit Split

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On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”) does not support a...more

Amundsen Davis LLC

U.S. Supreme Court: "Pure" Omissions Are Not Actionable Under Rule 10b-5

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On April 12, 2024, the United States Supreme Court issued a unanimous ruling in Macquarie Infrastructure Corp. et al v. Moab Partners, L.P., et al. which held that omissions, by themselves, are not subject to private rights...more

Morrison & Foerster LLP

SCOTUS Limits Certain 10(b) Claims Based on Violations of Item 303

In a unanimous decision issued on Friday, the U.S. Supreme Court held that a corporation’s failure to disclose information regarding known trends or uncertainties, required by SEC regulation, cannot be the basis for private...more

Goodwin

Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

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In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for...more

Katten Muchin Rosenman LLP

Supreme Court Rejects 'Pure Omissions” Liability Under Rule 10b-5

On April 12, a unanimous Supreme Court held that issuers are not liable under Rule 10b-5(b) for “pure omissions.” The Court’s decision ends a long-standing circuit split and, most importantly for public companies, narrows the...more

Epstein Becker & Green

Supreme Court Underscores Limited Applicability of Rule 10b-5(b) Omissions Claims

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In Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, 601 U.S. ___ (April 12, 2024), the United States Supreme Court held that “pure omissions are not actionable” for securities fraud asserted specifically...more

Paul Hastings LLP

Supreme Court Rules Pure Omissions Not Actionable under Rule 10b-5

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On April 12, 2024, the U.S. Supreme Court issued its decision in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, 601 U.S. __ (Apr. 12, 2024), in which the Court held that pure omissions are not actionable...more

Morgan Lewis

US Supreme Court Holds ‘Pure Omissions’ Not Actionable Under 10(b) of Securities Exchange Act, Resolving Circuit Split

Morgan Lewis on

In a blow to the plaintiffs’ securities bar, the US Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners unanimously held that a “pure omission”—the failure to disclose information in the absence of an inaccurate,...more

Faegre Drinker Biddle & Reath LLP

Supreme Court Decides Macquarie Infrastructure Corp. v. Moab Partners, L.P.

On April 12, 2024, the United States Supreme Court decided Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, holding that an omission violates Rule 10b-5(b) only if the omission renders other affirmative...more

Stinson LLP

SCOTUS: Pure Omissions Do Not Support Securities Fraud Claims Even If the Omissions Violate SEC Disclosure Requirements

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Last week, the U.S. Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. et al. v. Moab Partners L.P. et al., holding that an omission to make disclosures required by U.S. Securities and Exchange...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

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