News & Analysis as of

Securities Litigation Rule 10b-5

A&O Shearman

Northern District of California Denies Motion To Dismiss Putative Class Action Based On Financial Services Company’s Alleged...

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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&O Shearman

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

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On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Kohn, Kohn & Colapinto LLP

Department of Justice Secures Conviction in First Insider Trading Prosecution Based Exclusively on the Use of Rule 10b5-1 Trading...

On June 21, a jury in the U.S. District Court for the Central District of California found the former CEO and Chairman of Ontrak, Inc., a publicly traded healthcare company guilty on one count of securities fraud and two...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court Grants Certiorari To Determine Scope of Required Corporate Risk Disclosures

On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more

McDermott Will & Emery

Supreme Court: Pure Omissions Cannot Support Rule 10b-5(b) Liability

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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

Seyfarth Shaw LLP

Supreme Court Narrows Securities Fraud Exposure

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The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more

Bracewell LLP

US Supreme Court Holds That Pure Omissions Are Not Actionable Under Federal Anti-Fraud Rule

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In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more

Sheppard Mullin Richter & Hampton LLP

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...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

Dorsey & Whitney LLP

Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

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The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information...more

Jenner & Block

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

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On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Cornerstone Research

Number of Securities Class Action Settlements Falls as Median Settlement Amount Reaches Highest Level Since 2010

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The number of securities class action settlements declined 21% relative to 2022, following the 15-year high set in 2022, according to a new report released today by Cornerstone Research. Despite the decline in settlement...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

A&O Shearman

Split Tenth Circuit Affirms Dismissal Of Exchange Act Claims Against Aerostructures Manufacturing Company And Its Executives,...

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On August 21, 2023, the United States Court of Appeals for the Tenth Circuit affirmed dismissal of a consolidated putative class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (the...more

A&O Shearman

New York District Court Denies In Part And Grants In Part Motion To Dismiss Class Action Against Agriculture Company

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On July 21, 2023, Judge Lewis J. Liman of the United States District Court for the Southern District of New York granted in part and denied in part a motion to dismiss a putative securities class action alleging that an...more

A&O Shearman

District Of Minnesota Dismisses Exchange Act Claims Against Mattress Company With Prejudice, Finding Investors Failed To...

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On July 10, 2023, Chief Judge Patrick J. Schiltz of the United States District Court for the District of Minnesota granted a motion to dismiss a putative securities fraud class action against a mattress and bedding company...more

A&O Shearman

Eleventh Circuit Affirms Dismissal Of Exchange Act Claims Against Biomedical Company, Finding Plaintiffs Did Not Adequately Plead...

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On July 10, 2023, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a consolidated putative class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (the...more

Goodwin

Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

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On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company...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

Katten Muchin Rosenman LLP

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

Goodwin

Dismissal of Putative Securities Class Action for Bellus Health, Inc.

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On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more

A&O Shearman

Second Circuit Rejects SEC Request To Revisit Holding That “Scheme Liability” Requires Conduct Beyond Misstatements And Omissions

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On July 15, 2022, a panel of the United States Court of Appeals for the Second Circuit ruled against the Securities and Exchange Commission (“SEC”) in an interlocutory appeal the SEC had brought seeking to expand the scope of...more

Goodwin

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

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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

Morrison & Foerster LLP - Left Coast Appeals

This Week at The Ninth: Cancer Drugs and COVID Grants

This week, the Ninth Circuit examines what constitutes securities fraud in connection with data published from a pharmaceutical clinical trial, and decides whether Arizona has standing to challenge conditions on federal...more

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