News & Analysis as of

Misleading Statements Disclosure Requirements Securities Exchange Act of 1934

Pillsbury Winthrop Shaw Pittman LLP

Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...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

A&O Shearman

The SEC Files Settled Complaint Against A Public Company Director For Allegedly Hiding Close Friendship With Company Executive To...

A&O Shearman on

On September 30, 2024, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against a former director of a public company (the “Company”) over claims that the director had failed to disclose his...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

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

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

BCLP

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

BCLP on

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

BakerHostetler on

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

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

White & Case LLP on

On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

Harris Beach Murtha PLLC

E.V. Manufacturer Cruises to Victory on Appeal with Specific, Robust Disclosures

Harris Beach Murtha PLLC on

New York’s Appellate Division, First Department recently affirmed dismissal, with prejudice, of a securities class action lawsuit against Chinese electric vehicle manufacturer NIO, Inc. The suit, captioned Donlon v. NIO,...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

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