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
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