The Briefing: Failure to Disclose Relationship with Real Party in Interest Results in Serious Sanctions
Podcast: The Briefing - Failure to Disclose Relationship with Real Party in Interest Results in Serious Sanctions
On February 7, 2025, Judge Brett H. Ludwig of the United States District Court for the Eastern District of Wisconsin dismissed a putative class action alleging that an energy product sales company (the “Company”) and its...more
On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more
On December 17, the U.S. Securities and Exchange Commission announced it settled charges against fashion retailer Express, Inc. for failing to disclose $979,269 worth of perquisites and personal benefits provided to its...more
SEC to Charter Schools: Avoid these risks when you engage your financing team - If you’ve financed a school facility – or you’re thinking about it – the SEC is watching (out for) you and the financing team you hire. They’ve...more
On October 22, 2024, the Securities and Exchange Commission (“SEC”) filed settled enforcement orders involving four current and former public companies – Unisys Corp., Avaya Holdings Corp., Check Point Software Ltd, and...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more
In this week’s edition we discuss the implications of a decision against the National Crime Agency, which the UK’s Court of Appeal held had misinterpreted the law when it refused to investigate whether imported cotton was...more
The Situation: In February 2024, the International Bar Association ("IBA") updated its Guidelines on Conflicts of Interest in International Arbitration ("Guidelines"). The Guidelines provide detailed guidance for arbitrators...more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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