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
4/24/2024
/ Disclosure ,
Disclosure Requirements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations
Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018.
But uncertainty lingers as to whether post-IPO public companies can...more
3/26/2020
/ Cyan Inc v Beaver Cty Emps Ret Fund ,
Forum Selection ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
State Law Claims
In a significant ruling, the U.S. Supreme Court has expanded the potential liability of those involved in disseminating material misrepresentations to potential investors—exposing them to primary liability under SEC Rule...more
4/4/2019
/ False Statements ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
A unanimous ruling rejects arguments that SLUSA eliminates concurrent state-court jurisdiction of “covered class actions” brought under the Securities Act of 1933, or at least permits the removal of such actions.
Supreme...more
3/22/2018
/ Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Jurisdiction ,
PSLRA ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
Split of Authority ,
State Law Claims
Rejecting contrary SEC regulation, Court holds that Dodd-Frank does not protect whistleblowers who report up internally but do not report out to the SEC.
Supreme Court resolves circuit split over Dodd-Frank Act’s...more
2/27/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers