Newsletter
Apr 27, 2015
Securities and Corporate Governance Litigation Quarterly
Welcome to the third issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth's quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for corporate and transactional lawyers. Each summary below is followed by key practice takeaways.
Omnicare - The Supreme Court Opines About Opinions in Securities Transactions
The Supreme Court on March 24 issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund1 in which the Court provided a comprehensive analysis of an issuer's potential liability for its statements of opinion expressed in registration statements. As expected, the Court reversed the Sixth Circuit's holding that Section 11 of the Securities Act of 1933 ("Securities Act") imposes liability for opinions, no matter how genuinely held, that turn out to be inaccurate. However, the Court's decision did not end the inquiry for Omnicare because the case was remanded for consideration as to whether Omnicare's statements of opinion omitted facts that made the opinions misleading.