Supreme Court Unanimously Holds that Pure Omissions Cannot Sustain a Private Claim Under SEC Rule 10b-5(b)
Date: 05/22/24
On April 12, 2024, the Supreme Court issued a unanimous decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P., holding that a failure to disclose information under Item 303 of Regulation S-K, without more, does not create liability in a private action under SEC Rule 10b-5(b). For the first time, the Court held that Rule 10b-5(b) does not extend to so-called “pure omissions,” and proscribes only omissions that render other affirmative statements misleading.
CGR Memo - Supreme Court Unanimously Holds that Pure Omissions Cannot Sustain a Private Claim Under SEC Rule 10b-5(b).pdf (pdf | 298.98 KB )