News & Analysis as of November 17, 2024

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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 -

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

Sheppard Mullin Richter & Hampton LLP on 4/23/2024

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

Supreme Court to Decide Scope of Potential Liability Based on MD&A in Annual Reports

Goodwin on 10/3/2023

On September 29, the Supreme Court agreed to hear a case that could significantly affect the scope of corporate liability under the securities laws. Lower courts disagree on whether the SEC-required “management’s discussion...more

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

Jones Day on 8/6/2019

We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

Key Enforcement Highlights from SEC Speaks 2019

Bass, Berry & Sims PLC on 5/2/2019

On April 5-6, 2019, the Securities and Exchange Commission (SEC) held its annual SEC Speaks Conference in Washington, D.C. Summarized below are several significant insights conveyed by SEC Staff that are instructive for...more

Observations from the Enforcement Directors at SEC’s Annual Conference

McDermott Will & Emery on 4/17/2019

Enforcement Co-Directors Stephanie Avakian and Steven Peikin recently addressed notable enforcement decisions, actions and trends affecting public companies and regulated entities. On April 8 and 9, 2019, the US Securities...more

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

King & Spalding on 4/5/2019

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Supreme Court: Intentionally Disseminating a False Statement One Did Not “Make” May Still Violate SEC Rule 10b-5

Pillsbury Winthrop Shaw Pittman LLP on 4/4/2019

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

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

Latham & Watkins LLP on 4/3/2019

Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

Jackson Walker on 4/2/2019

In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

U.S. Supreme Court Expands Scope of SEC’s Anti-Fraud Rule in “Copy-Paste” Case

Snell & Wilmer on 4/2/2019

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. Securities and Exchange Commission, Case No. 17-1077 (U.S. Mar. 27, 2019) that broadened the group of persons who could face primary liability for...more

Supreme Court Addresses “Cut and Paste” Securities Fraud Case

Harris Beach PLLC on 4/1/2019

Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

Bracewell LLP on 4/1/2019

On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

Dechert LLP on 3/30/2019

Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

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