CorpCast Episode 1: Sections, 204, 205 and In re Numoda
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
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
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
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
Despite COVID-19 and concurrent situations, recent releases from the U.S. Securities and Exchange Commission (SEC) and Public Company Accounting Oversight Board (PCAOB) demonstrate their keen focus on financial reporting,...more
In the inaugural issue of Investment Management Update, we summarize regulatory, litigation and industry developments from February 2019 to May 2019 impacting the investment management sector....more
Disclosure alone is not sufficient; material weaknesses need to be actively remediated. While the SEC's Financial Reporting and Audit Group has been relatively quiet, it started 2019 with a bang, bringing four coordinated...more
In a recent speech, SEC Enforcement Director Andrew Ceresney confirmed the SEC’s continued pursuit of investigations and enforcement actions relating to issuer reporting and disclosure, an area that remains a high priority...more
The Second Circuit held yesterday that Item 303 of SEC Regulation S-K requires issuers to disclose only those trends, events, or uncertainties about which the issuer has actual knowledge, rather than those matters about which...more