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 Exchange Commission (“SEC”) filing do not support liability under SEC Rule 10b-5(b). The Court ruled that the failure to make a required disclosure can give rise to a Rule 10b-5(b) claim only if the non-disclosure renders affirmative “statements made” misleading. Put differently, if a company elects to speak, it must tell the whole truth (or at least “information necessary to ensure that the [affirmative] statements made are clear and complete”); but a company’s silence on an issue is not securities fraud under Rule 10b-5(b), even if the company is otherwise duty-bound to disclose.
Continue Reading Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)