News & Analysis as of

Rule 10b-5 Misleading Statements

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

Foley & Lardner LLP

U.S. Supreme Court Rules That “Pure Omissions” Are Not Actionable Under Rule 10b-5

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On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303...

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims...more

Akerman LLP

Supreme Court Holds That Pure Omissions Do Not Support Section 10(b) Claims in Macquarie Infrastructure Corp. v. Moab Partners,...

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On April 12, 2024, the U.S. Supreme Court limited an issuer's liability for securities fraud claims based on alleged omissions in SEC filings. The Court's unanimous decision in Macquarie Infrastructure Corp. et al v. Moab...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)

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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

Proskauer - Corporate Defense and Disputes

Supreme Court Holds That Securities Fraud Statute Does Not Proscribe Pure Omissions

The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. The unanimous decision in Macquarie...more

Morrison & Foerster LLP

SCOTUS to Resolve Circuit Split on 10(b) Claims Based on Violations of Item 303

Securities lawyers are familiar with Item 303 of Regulation S-K, which calls for companies to disclose in the Management Discussion and Analysis (“MD&A”) section of an annual report “known trends or uncertainties that have...more

A&O Shearman

Southern District Of New York Grants Motion For Reconsideration And Motion To Dismiss Class Action Against Pharmaceutical And...

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On August 21, 2023, Judge Paul A. Crotty of the United States District Court for the Southern District of New York granted a motion for reconsideration of his denial of an earlier motion to dismiss a putative securities class...more

Seward & Kissel LLP

SEC Charges Adviser and its Principal in Illegal Short Selling Scheme

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Who may be interested: Investment advisers, broker-dealers. Quick Take: The SEC recently filed a lawsuit charging an investment adviser and its managing partner (collectively, the Adviser) with allegedly engaging in a...more

Davis Wright Tremaine LLP

Securities Class Actions: Data, Trends, and Insights

The number of securities class actions filed last year fell for the fourth year in a row. But these time-consuming, costly litigations still target 5 percent of all S&P 500 companies in an average year, and settlement costs...more

Holland & Knight LLP

Distortion to Static: Key First Circuit Opinion Clarifies Limits for Short Sellers

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The U.S. Court of Appeals for the First Circuit on Jan. 3, 2023, ruled against Defendant Gregory "Emmanuel" Lemelson's request for a new trial in SEC v. Lemelson. The opinion and the underlying matter are critical reads for...more

Goodwin

Third Circuit Affirms Dismissal of Complaint, Finding Investors Failed to Sufficiently Allege Amarin’s Statements Were False or...

Goodwin on

On June 14, 2022, the U.S. Court of Appeals for the Third Circuit affirmed the dismissal of a securities suit brought by investors in pharmaceutical company, Amarin Corporation, PLC, holding that the investors had failed to...more

Pietragallo Gordon Alfano Bosick & Raspanti,...

What Constitutes a Misleading Statement in a Company’s Response to a Data Breach?

Takeaway: To ensure investor safety and emphasize a commitment to user privacy, corporate executives and similarly-situated high ranking officers must not provide any statements or omissions that affirmatively create a...more

A&O Shearman

Fourth Circuit Affirms Dismissal Of Putative Class Action Against Hotel Chain

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On April 21, 2022 the United States Court of Appeals for the Fourth Circuit unanimously affirmed a district Court’s dismissal of a putative class action against a major hotel chain (the “Company”) for violations of Section...more

Goodwin

SEC Obtains Consent Judgments Against Biotechnology Company and CEO for False COVID-19 Product Claims

Goodwin on

On April 19, 2022, Judge James R. Knepp II of the U.S. District Court for the Northern District of Ohio approved consent judgments against biotechnology firm Rising Biosciences, Inc. and its CEO Arthur Hall for violations of...more

Goodwin

Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity

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Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity; California Federal Court Dismisses Shareholder Class Action Against Sorrento Therapeutics Regarding COVID-19 Treatment; Delaware...more

Goodwin

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

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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

Goodwin

Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence Is...

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Eighth Circuit Overturns Class Certification in Suit Against TD Ameritrade Holding Corp., Holding Individualized Evidence is Required for Each Putative Class Member; District Judge Approves Magistrate’s Recommendation to Deny...more

Goodwin

Securities Class Action Against Swiss-Based Company Dismissed On Forum Non Conveniens Grounds

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Securities Class Action Against Swiss-Based Company Dismissed On Forum Non Conveniens Grounds; Second Circuit Finds Strong Inference of “Conscious Recklessness” In Allegations And Reverses Dismissal of Securities Suit Against...more

Skadden, Arps, Slate, Meagher & Flom LLP

In Malouf, Tenth Circuit Applies Supreme Court’s Lorenzo Decision

On August 13, 2019, in the first case by a U.S. Court of Appeals to apply the U.S. Supreme Court’s recent decision in Lorenzo v. SEC, 139 S. Ct. 1094 (2019), the U.S. Court of Appeals for the Tenth Circuit held that the...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

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We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

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