On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., vacating a Second Circuit judgment that had reinstated claims under Section 10(b) of the Securities...more
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
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 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
The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more
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
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
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
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’s decision in Macquarie v. Moab Partners draws a clear distinction between pure omissions and half-truths. Our Securities Litigation Group explains how the Court resolved a circuit split over public...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
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
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
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
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
On January 30, 2024, Judge Susan Illston of the United States District Court for the Northern District of California granted with leave to amend a motion to dismiss a putative securities class action against a battery company...more
On January 16, 2024, the Supreme Court heard oral argument in Case Number 22-1165, Macquarie Infrastructure Corp., et al. v. Moab Partners, L.P., et al. Before the Court was whether a “failure to make a disclosure under...more
On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more
On September 12, the Securities and Exchange Commission (SEC) filed a complaint in the Southern District of New York (SDNY) charging a large proprietary trading firm with making materially false and misleading statements and...more
On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more
On June 1, 2023, the United States Court of Appeals for the Fourth Circuit affirmed the grant of summary judgment dismissing claims under Sections 14(a) of the Securities Exchange Act of 1934 against a financial company and...more
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
On December 12, 2022, Judge Colleen McMahon of the United States District Court for the Southern District of New York granted summary judgment to a major pharmaceutical company (the “Company”) and dismissed class action...more
On July 15, 2022, a panel of the United States Court of Appeals for the Second Circuit ruled against the Securities and Exchange Commission (“SEC”) in an interlocutory appeal the SEC had brought seeking to expand the scope of...more