News & Analysis as of

Disclosure Requirements Omissions Securities Litigation

Herbert Smith Freehills Kramer

Ninth Circuit Addresses the Scope of Section 12(a)(2) Liability for Misleading Opinion Statements Under Omnicare

On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit Pino v. Cardone Capital, LLC reversed in part the dismissal of claims brought under the Securities Act of 1933 based on statements made in connection with two...more

Keating Muething & Klekamp PLL

Ninth Circuit Warning: Silence in the Face of SEC Comment Letters May Bolster Section 12(a)(2) Claims

On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a securities class action after finding the plaintiff sufficiently alleged a real estate investment fund and its managing executive...more

Cadwalader, Wickersham & Taft LLP

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

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., vacating a Second Circuit judgment that had reinstated claims under Section 10(b) of the Securities...more

McDermott Will & Emery

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

McDermott Will & Emery on

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

Bracewell LLP

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

Bracewell LLP on

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

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

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Bass, Berry & Sims PLC

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

Bass, Berry & Sims PLC on

At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more

9 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide