News & Analysis as of

Securities and Exchange Commission (SEC) Omissions

Carlton Fields

Pushing Back on SEC Disclosure Comments: Is Too Much Harmony Dangerous?

Carlton Fields on

If a registrant agrees to make a disclosure change requested by its SEC staff reviewer, should the registrant’s response letter nevertheless include a disclaimer to the effect that the registrant does not (or does not...more

A&O Shearman

Supreme Court Hears Oral Argument On Standard For Pleading Securities Fraud In Private Civil Suits

A&O Shearman on

On November 13, 2024, the United States Supreme Court heard oral argument in an appeal from a decision of the United States Court of Appeals for the Ninth Circuit in a putative class action asserting claims under the...more

A&O Shearman

Northern District Of Texas Dismisses Putative Securities Class Action For Failure To Establish Standing

A&O Shearman on

On October 24, 2024, Judge Jane J. Boyle of the United States District Court for the Northern District of Texas dismissed a putative securities class action alleging that a bond issuer (the “Company”) and certain of its...more

Kennedys

Liability for pure omissions following the US Supreme Court’s decision in Macquarie Infrastructure

Kennedys on

On April 12, 2024, the United States Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. v. Moab Partners, L.P. The Court held that “pure omissions,” including violations of Item 303 of...more

A&O Shearman

United States Supreme Court Grants Certiorari To Consider When Already-Materialized Risks Must Be Disclosed

A&O Shearman on

On June 10, 2024, the United States Supreme Court granted certiorari to review a decision of the United States Court of Appeals for the Ninth Circuit that partially reinstated a putative class action asserting claims under...more

Bowditch & Dewey

Lies and Half-Truths and Omissions, Oh My! Considering Rule 10b-5(b) after Macquarie Infrastructure Corp. v. Moab Partners L.P....

Bowditch & Dewey on

SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...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

McGuireWoods LLP

High Court Says “Pure Omissions” on Public Disclosures Not Actionable Under Rule 10b-5(b)

McGuireWoods LLP on

For about 90 years, public companies have devoted significant time and resources toward complying in their public disclosures with Rule 10b-5, a regulation created under the Securities and Exchange Act of 1934 that prohibits...more

McDermott Will & Schulte

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

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

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for April 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

Patterson Belknap Webb & Tyler LLP

Macquarie Infrastructure v. Moab: Pure Omissions Not Securities Fraud Under Rule 10b-5(b)

On April 12, 2024, the Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., unanimously held that pure omissions cannot form the basis of a securities fraud claim under Rule 10b-5(b) of the Securities...more

A&O Shearman

Sixth Circuit Affirms District Court’s Dismissal Of Putative Securities Class Action Against Car Insurance Company For Failure To...

A&O Shearman on

On April 29, 2024, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal with prejudice of a putative class action asserting claims under the Sections 11, 12(a)(2), and 15 of the Securities Act of...more

Eversheds Sutherland (US) LLP

Supreme Court narrows scope of omissions liability under the Securities Exchange Act

On April 12, 2024, the Supreme Court resolved a circuit split and limited the scope of omissions liability under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b). The decision will limit the scope of...more

Husch Blackwell LLP

Supreme Court Holds Pure "Omissions" in MD&A Disclosure Cannot Support Liability Under Rule 10b-5

Husch Blackwell LLP on

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

Jones Day on

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

Seyfarth Shaw LLP

Supreme Court Narrows Securities Fraud Exposure

Seyfarth Shaw LLP on

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

Carr Maloney P.C.

Supreme Court Holds that Pure Omissions Cannot Support a Private Cause of Action Under SEC Rule 10b-5(b)

Carr Maloney P.C. on

After hearing arguments on January 16, 2024, the Supreme Court issued its unanimous opinion on Macquarie Infrastructure Corp., et al. v. Moab Partners, LP, et al, on April 12, 2024. The Supreme Court granted certiorari to...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

Foley & Lardner LLP on

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

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

Herbert Smith Freehills Kramer

Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

Cooley LLP on

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

Cooley LLP on

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Mayer Brown

U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule...

Mayer Brown on

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a...more

114 Results
 / 
View per page
Page: of 5

"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