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Supreme Court of the United States › Item 303

The United States Supreme Court is the highest court of the United States and is charged with interpreting federal law, including the United States Constitution. The Court's docket is largely discretionary... more +
The United States Supreme Court is the highest court of the United States and is charged with interpreting federal law, including the United States Constitution. The Court's docket is largely discretionary with only a limited number of cases granted review each term.  The Court is comprised of one chief justice and eight associate justices, who are nominated by the President and confirmed by the Senate to hold lifetime positions. less -
Kennedys

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

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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

Patterson Belknap Webb & Tyler LLP

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

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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

Husch Blackwell LLP

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

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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

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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

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...

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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

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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

Akerman LLP

Supreme Court Holds That Pure Omissions Do Not Support Section 10(b) Claims in Macquarie Infrastructure Corp. v. Moab Partners,...

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On April 12, 2024, the U.S. Supreme Court limited an issuer's liability for securities fraud claims based on alleged omissions in SEC filings. The Court's unanimous decision in Macquarie Infrastructure Corp. et al v. Moab...more

Bass, Berry & Sims PLC

U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws

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The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases.  The case is important for issuers and shareholders alike for several reasons: -...more

Dechert LLP

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

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The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling...more

Troutman Pepper

US Supreme Court Limits Scope of Omission Liability for Section 10(b) Securities Fraud Claims

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On April 12, in a long-awaited and pivotal decision, the U.S. Supreme Court unanimously ruled that private plaintiffs may not plead a federal securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934...more

BCLP

The Supreme Court Rejects “Pure Omissions” Liability under Section 10(b)

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The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more

BakerHostetler

The U.S. Supreme Court Resolves Circuit Split, Holds That Pure Omissions Are Not Actionable in Securities Fraud Cases

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SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...more

Mintz

Supreme Court Narrows the Reach of Omission Liability Claims Under Section 10(b) of the Exchange Act

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Last week, the U.S. Supreme Court, in Macquarie Infrastructure Corporation v. Moab Partners, L.P., held that omissions of supposedly material information allegedly required to be disclosed under Item 303 of SEC Regulation S-K...more

Proskauer - Corporate Defense and Disputes

Supreme Court Holds That Securities Fraud Statute Does Not Proscribe Pure Omissions

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The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. The unanimous decision in Macquarie...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

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On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court....more

Jones Day

Supreme Court Dismisses Important Securities Case on Issue Likely to Arise Again

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On June 18, 2018, the U.S. Supreme Court dismissed Leidos v. Indiana Public Retirement System, a securities case that raised important and unsettled issues about the scope of liability under Section 10(b) of the Securities...more

A&O Shearman

Supreme Court Argument In Leidos Removed From Calendar

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Resolution of whether Item 303 of Securities and Exchange Commission Regulation S-K creates an affirmative duty to disclose and a private right of enforcement under the Securities Exchange Act of 1934 will have to wait. On...more

Allen Matkins

There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable

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In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581). The question presented in Leidos is...more

Mintz - Securities Litigation Viewpoints

Upcoming Supreme Court Cases Worth Noting by Institutional Investors

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The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more

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