News & Analysis as of

Securities Act of 1933 › Statement of Facts

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Eversheds Sutherland (US) LLP

Omnicare Opinion Expands Liability for Expressions of Opinion Under Section 11

Eversheds Sutherland (US) LLP on

The Supreme Court, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. ___ (March 24, 2015), expanded the scope of liability for expressions of opinions under Section 11 of the...more

Faegre Drinker Biddle & Reath LLP

Supreme Court Decides Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund

Faegre Drinker Biddle & Reath LLP on

On March 24, 2015, the U.S. Supreme Court held that a pure statement of opinion in a securities registration statement is not an “untrue statement of a material fact” under Section 11 of the Securities Act of 1933 just...more

Proskauer - Corporate Defense and Disputes

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

Proskauer - Corporate Defense and Disputes on

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

Cooley LLP

Blog: SCOTUS Decides Omnicare: 6th Circuit Applied Incorrect Standards In The Context Of Liability Under §11 For Statements Of...

Cooley LLP on

Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false...more

Proskauer Rose LLP

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

Proskauer Rose LLP on

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

Dorsey & Whitney LLP

Omnicare: Section 11 Liability and Opinions

Dorsey & Whitney LLP on

The Supreme Court defined the circumstances under which liability can be imposed for opinion statements under Securities Act Section 11. Specifically, the Court held that such liability could be imposed on two theories: One...more

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