
As discussed here, in its April 2024 decision in Macquarie Infrastructure Corp. v. Moab Partners, the U.S. Supreme Court held that a failure to disclose information required by Item 303 of Regulation S-K cannot support a private claim under Rule 10b-5 in the absence of an otherwise-misleading statement. The upshot is that so-called “pure omissions” cases are not actionable, meaning that omissions are only actionable if they make an affirmative statement materially misleading. In the following guest post, Larry Fine, Management Liability Coverage Leader for WTW, takes a closer look at the Macquarie decision and considers its implications, particularly with respect to future cases based on alleged omissions. A version of this article was previously published as a WTW client alert. I would like to thank Larry for allowing me to publish this article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Larry’s article.Continue Reading Guest Post: The Additional Pro-Defense Benefits of the Macquarie Decision