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 December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a)...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
The dog days of late summer are a frenzied time within the SEC's Division of Enforcement as staff work feverishly to complete their investigations and secure the requisite yes vote from a majority of commissioners to...more
On December 3, the U.S. Securities and Exchange Commission settled charges against biotherapeutics company Kiromic BioPharma, Inc., its former CEO, and its former CFO for failing to disclose material information about...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
The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...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
On July 29, 2024, Judge Trina L. Thompson of the United States District Court for the Northern District of California denied a motion to dismiss a putative securities class action brought by investors against a financial...more
A New Your federal district judge handed down a significant decision dismissing much of the SEC’s securities fraud enforcement action against SolarWinds arising from its claims relating to SolarWinds’ cybersecurity policies,...more
In the ever-evolving compliance landscape, the recent enforcement action by the Securities and Exchange Commission (SEC) against RR Donnelley is a significant case study. This incident underscores the importance of robust...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 issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...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