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Securities Fraud Failure To Disclose Rule 10b-5

McDermott Will & Emery

Supreme Court: Pure Omissions Cannot Support Rule 10b-5(b) Liability

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On April 12, 2024, the Supreme Court of the United States unanimously held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that pure omissions are not actionable under Rule 10b-5(b), promulgated by the US Securities...more

Eversheds Sutherland (US) LLP

Supreme Court narrows scope of omissions liability under the Securities Exchange Act

On April 12, 2024, the Supreme Court resolved a circuit split and limited the scope of omissions liability under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b). The decision will limit the scope of...more

Kramer Levin Naftalis & Frankel LLP

Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

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On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Cooley LLP

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

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On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more

Mayer Brown

U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule...

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Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a...more

Dorsey & Whitney LLP

Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

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The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information...more

Akin Gump Strauss Hauer & Feld LLP

SCOTUS Ruling: Pure Omissions Are Not Actionable Under Rule 10b-5

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

Vinson & Elkins LLP

SCOTUS Unanimously Resolves Securities Fraud Circuit Split

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On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”) does not support a...more

Amundsen Davis LLC

U.S. Supreme Court: "Pure" Omissions Are Not Actionable Under Rule 10b-5

Amundsen Davis LLC on

On April 12, 2024, the United States Supreme Court issued a unanimous ruling in Macquarie Infrastructure Corp. et al v. Moab Partners, L.P., et al. which held that omissions, by themselves, are not subject to private rights...more

Morrison & Foerster LLP

SCOTUS Limits Certain 10(b) Claims Based on Violations of Item 303

In a unanimous decision issued on Friday, the U.S. Supreme Court held that a corporation’s failure to disclose information regarding known trends or uncertainties, required by SEC regulation, cannot be the basis for private...more

Troutman Pepper

US Supreme Court Limits Scope of Omission Liability for Section 10(b) Securities Fraud Claims

Troutman Pepper on

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

Goodwin

Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

Goodwin on

In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for...more

Katten Muchin Rosenman LLP

Supreme Court Rejects 'Pure Omissions” Liability Under Rule 10b-5

On April 12, a unanimous Supreme Court held that issuers are not liable under Rule 10b-5(b) for “pure omissions.” The Court’s decision ends a long-standing circuit split and, most importantly for public companies, narrows the...more

Epstein Becker & Green

Supreme Court Underscores Limited Applicability of Rule 10b-5(b) Omissions Claims

Epstein Becker & Green on

In Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, 601 U.S. ___ (April 12, 2024), the United States Supreme Court held that “pure omissions are not actionable” for securities fraud asserted specifically...more

Paul Hastings LLP

Supreme Court Rules Pure Omissions Not Actionable under Rule 10b-5

Paul Hastings LLP on

On April 12, 2024, the U.S. Supreme Court issued its decision in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, 601 U.S. __ (Apr. 12, 2024), in which the Court held that pure omissions are not actionable...more

Morgan Lewis

US Supreme Court Holds ‘Pure Omissions’ Not Actionable Under 10(b) of Securities Exchange Act, Resolving Circuit Split

Morgan Lewis on

In a blow to the plaintiffs’ securities bar, the US Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners unanimously held that a “pure omission”—the failure to disclose information in the absence of an inaccurate,...more

Stinson LLP

SCOTUS: Pure Omissions Do Not Support Securities Fraud Claims Even If the Omissions Violate SEC Disclosure Requirements

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Last week, the U.S. Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. et al. v. Moab Partners L.P. et al., holding that an omission to make disclosures required by U.S. Securities and Exchange...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

A&O Shearman

Second Circuit Rejects SEC Request To Revisit Holding That “Scheme Liability” Requires Conduct Beyond Misstatements And Omissions

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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

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Second Circuit Opines on Pleading Standards and Statutory Standing for Claims Under Section 10(b) of...

On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more

A&O Shearman

Southern District Of New York Dismisses In Part Securities Fraud Claims Against Major Industrial Conglomerate, Allowing Claims...

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On August 29, 2019, Judge Jesse M. Furman of the U.S. District Court for the Southern District of New York dismissed most of the securities fraud claims in a putative class action against a major industrial conglomerate (the...more

Skadden, Arps, Slate, Meagher & Flom LLP

District Court Applies Lorenzo in Securities Class Action Alleging Fraudulent Scheme

In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more

A&O Shearman

Southern District Of New York Holds Scienter Adequately Alleged In Putative Class Action Against Forex Services Company

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On March 28, 2019, Judge Ronnie Abrams of the United States District Court for the Southern District of New York largely denied a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of...more

A&O Shearman

Southern District Of New York Dismisses Exchange Act Claims Alleging Failure To Properly Disclose Potential FCPA Violations

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On March 30, 2018, the United States District Court for the Southern District of New York dismissed with prejudice a class action complaint against Embraer S.A. (“Embraer” or the “Company”) and several of its officers,...more

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