Securities Exchange Act, Rule 10b-5, SCOTUS

Top 5 SEC Enforcement Developments for June 2024

Morrison & Foerster LLP on 7/16/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more

Top 5 SEC Enforcement Developments for April 2024

Morrison & Foerster LLP on 5/21/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

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

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

Jenner & Block on 4/17/2024

On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...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

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

Securities Class Action Filings Continue Record Pace

Skadden, Arps, Slate, Meagher & Flom LLP on 1/22/2020

Several securities litigation trends over recent years show no signs of abating in 2020. Federal securities class action filings seem likely to remain at elevated levels. Last year, for the third consecutive year, more than...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

Tenth Circuit Affirms Extraterritorial Reach of SEC Enforcement of the Federal Securities Laws

Mintz - Securities Litigation Viewpoints on 5/8/2019

In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more

After Oral Argument, Supreme Court Dismisses Emulex Appeal, Prompting Speculation As To Court’s View Regarding Existence Of...

A&O Shearman on 4/30/2019

On April 23, 2019, the Supreme Court dismissed the writ of certiorari as “improvidently granted” in a closely-watched appeal raising the question whether an assertion of mere negligence is sufficient to plead and prove a...more

Supreme Court Hearing Raises Questions About Private Rights of Action Under § 14 of Securities Exchange

Proskauer - Corporate Defense and Disputes on 4/25/2019

One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more

Southern District Of New York Dismisses Claim That Underwriter Of Regulation A+ Offering Was A Seller Of Unregistered Securities,...

A&O Shearman on 4/23/2019

On April 11, 2019, Judge Denise Cote of the United States District Court for the Southern District of New York granted in part and denied in part an underwriter’s motion to dismiss a putative class action lawsuit filed...more

Supreme Court Hears Argument On Whether Mere Negligence Is Sufficient To Sustain Investor Claims Under Section 14(e) Of The...

A&O Shearman on 4/23/2019

On April 15, 2019, the Supreme Court heard argument in a closely-watched case asking whether mere negligence is sufficient to plead and prove a claim under Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange...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

Supreme Court Will Hear Case Raising Whether A Private Action May Be Brought For Alleged Misrepresentations In Connection With A...

A&O Shearman on 1/8/2019

On January 4, 2019, the United States Supreme Court granted a petition for writ of certiorari concerning whether Section 14(e) of the Securities Exchange Act of 1934 includes an implied private right of action for negligent...more

Supreme Court Hears Argument On "Scheme Liability" Under Section 10(b) And Rule 10b-5

A&O Shearman on 12/6/2018

On December 3, 2018, the Supreme Court heard argument on an appeal in a case where a divided panel of the D.C. Circuit held that a defendant who did not “make” a misstatement within the meaning of Janus Capital Group v. First...more

Supreme Court Dismisses Important Securities Case on Issue Likely to Arise Again

Jones Day on 6/25/2018

On June 18, 2018, the U.S. Supreme Court dismissed Leidos v. Indiana Public Retirement System, a securities case that raised important and unsettled issues about the scope of liability under Section 10(b) of the Securities...more

Securities Exchange Act › Rule 10b-5 › Supreme Court of the United States

"My best business intelligence, in one easy email…"