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Capital Markets, Professional Perspective - Silence Is Golden: No Liability for Failure to Disclose Future Trends Under Rule 10b-5(b)
In rejecting an investor's bid to hold Macquarie Infrastructure liable for failure to disclose information required by Item 303 of SEC Regulation S-K, 17 C.F.R. § 229.303(b)(2)(ii) (2022), the Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., LP, 144 S. Ct. 885, 218 L. Ed.2d 214 (Apr. 12, 2024) resolved a circuit split and confirmed “pure omissions” are not actionable. The Court in its succinct April 12, 2024, opinion declined to address wider-ranging arguments explored during oral arguments, yet provided another arrow in the quiver of defense counsel—one that may be increasingly important to companies navigating evolving ESG and climate disclosure regimes across multiple international jurisdictions. Conversely, the Court's decision foretells litigation to come as half-truths—“representations that state the truth only so far as it goes, while omitting critical qualifying information"— remain actionable.
SEC FINHUB - The SEC's "Strategic Hub for Innovation and Financial Technology"
From the website: "As financial technologies, methods of capital formation, market structures, and investor interfaces continue to evolve, FinHub will play an important role in facilitating the SEC’s active engagement with innovators, developers, and entrepreneurs. In addition to being a resource for information about the SEC’s views and actions in the FinTech space, FinHub is also a forum for engaging with SEC staff..." Hat tip to Ms. Cheryl Tangen for the link.
The SEC Provides an Opinion Letter Regarding Blockchain Settlement Service for Public Shares
Concerns blockchains and Clearing Agency Registration Under Section 17A(b)(1) of the Securities Exchange Act of 1934.
Divided SEC Approves PCAOB’s Quality Control Standard
The Securities and Exchange Commission (SEC) on September 9, 2024, voted 3-2 to approve the Public Company Accounting Oversight Board’s (PCAOB) new quality control (QC) standard that imposes a combination of principles-based and prescriptive requirements to make sure that audit firms have a robust QC system to better protect investors.