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Securities Regulation Omissions Publicly-Traded Companies

A&O Shearman

Fourth Circuit Affirms District Court’s Denial Of Motion To Amend A Securities Fraud Class Action Against Quantum Computing...

A&O Shearman on

On April 8, 2025, the United States Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to amend a class action complaint against a quantum computing company (the “Company”) and the...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

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

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more

A&O Shearman

Company Acquired By SPAC Agrees To Pay $125 Million To Settle SEC Probe Months After CEO Was Charged With Fraud

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On December 21, 2021, the Securities and Exchange Commission (SEC) announced that Nikola Corporation—a publicly traded company that develops, manufactures, and sells electric trucks—had agreed to a $125 million settlement...more

Mayer Brown Free Writings + Perspectives

Electric Vehicle Company Settles SEC Case

In another special purpose acquisition company (“SPAC”) related enforcement action, on December 21, 2021, the US Securities and Exchange Commission (“SEC”) issued an order instituting cease-and-desist proceedings (“Order”)...more

Bilzin Sumberg

SEC’s $1 Million Settlement with Pearson Over Botched Data Breach Disclosure Is A Cautionary Tale for Public Companies

Bilzin Sumberg on

Careful—and truthful—reporting of a data breach should be a must for any company. But nowhere is this truer than for publicly traded companies. A recent Securities and Exchange Commission Order highlights how costly...more

Stinson - Corporate & Securities Law Blog

C&DIs Address Omission of Third Year from MD&A

The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more

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