No. 22-1165October Term 2023Decided Apr 12, 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
- 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
Timing
Decided April 12, 2024
The Court released its decision 87 days after oral argument on January 16, 2024. The median for cases argued in January is 127 days.
Documents
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Grounding
- Grounding
- Primary-source trail available.
- Note
- Plain-English explainer. Official filings and opinions remain authoritative.
- Checked
- Mar 30, 2026
- Method
- Methodology