News & Analysis as of October 19, 2024

Supreme Court of the United States

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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

Skadden, Arps, Slate, Meagher & Flom LLP on 4/15/2024

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

Second Circuit Clarifies the Circumstances in Which Presumptions Can Be Used To Support Federal Securities Fraud Class Action...

Mintz - Securities Litigation Viewpoints on 8/23/2023

On August 10, 2023, the U.S. Court of Appeals for the Second Circuit took an important step in Arkansas Teacher Retirement System v. Goldman Sachs Group toward clarifying the circumstances in which federal class action...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

What Constitutes a Misleading Statement in a Company’s Response to a Data Breach?

Pietragallo Gordon Alfano Bosick & Raspanti,... on 6/28/2022

Takeaway: To ensure investor safety and emphasize a commitment to user privacy, corporate executives and similarly-situated high ranking officers must not provide any statements or omissions that affirmatively create a...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

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

Lorenzo v. SEC: Disseminating false information can create Rule 10b-5 liability even for those who did not "make" the false...

White & Case LLP on 4/4/2019

On March 27, 2019, the Supreme Court issued its opinion in Lorenzo v. SEC, affirming the decision of the United States Court of Appeals for the District of Columbia. The Court held that "dissemination of false or misleading...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

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

Supreme Court Rules That Misstatement From Someone Who Is Not Its ‘Maker’ Can Still Be Basis of Fraudulent Scheme Claim

Skadden, Arps, Slate, Meagher & Flom LLP on 3/28/2019

The U.S. Supreme Court held today in Lorenzo v. SEC, No. 17-1077 (2019), that dissemination of false or misleading statements with an intent to defraud can fall within the scope of Rules 10b-5(a) and (c) of the Securities...more

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