U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws
By EsqSocial Corporation 19/04/24
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons: - Pure omissions in MD&A statements are not actionable, but half-truths remain actionable. - Item 303 duty to disclose requirements do not automatically render omissions thereunder as independent support of Section 10(b) private liability......
By: Bass, Berry & Sims PLC