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No. 22-1165October Term 2023Decided Apr 12, 2024

Docket 22-1165October Term 2023 (2023–2024)

Macquarie Infrastructure Corp. v. Moab Partners, L. P.

The Supreme Court ruled that a company's failure to disclose information required by SEC regulations does not automatically create liability for securities fraud under Rule 10b-5(b) unless that omission makes an actual affirmative statement misleading.

Case status

Current stage
Decided
Latest event
Decision released Apr 12, 2024
Case Accepted
Arguments HeardJan 16, 2024
Decision ReleasedApr 12, 2024
What it's about

The Supreme Court ruled that a company's failure to disclose information required by SEC regulations does not automatically create liability for securities fraud under Rule 10b-5(b) unless that omission makes an actual affirmative statement misleading. The unanimous decision clarified that "pure omissions"—simply failing to speak when required—are not actionable under this specific anti-fraud rule, which targets half-truths rather than silence.

Question presented

May a failure to make a disclosure required under Item 303 of SEC Regulation S-K support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement?

Case path

United States Court of Appeals for the Second Circuit / Decision released Apr 12, 2024

Area

Business and Regulation