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In Macquarie Infrastructure Corp. v. Moab Partners1, the U.S. Supreme Court recently resolved a split among U.S. Circuit Courts of Appeal when it unanimously held that “[s]ilence absent a duty to disclose, is not misleading under Rule 10b–5”. While “half-truths” are still actionable under that provision, a pure omission is not. What you need to know The Court's opinion rested on textual and statutory construction analyses. Justice Sotomayor resolved the question before the Court—"whether the failure to [...]

Key Takeaways The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling securities when that omission renders "statements made" materially misleading. Consequently, shareholder claims will not survive dismissal under Rule 10b-5 without pointing to a statement rendered misleading by the alleged omission. The decision does not opine on what constitutes [...]

Arbitration agreements with warehouse workers and others who play a "direct and necessary role" in the transportation of goods and people may fall within the "transportation worker exemption" to the Federal Arbitration Act (FAA), the U.S. Court of Appeals for the Ninth Circuit held. Ortiz v. Randstad Inhouse Services, LLC, No. 23-55147 (Mar. 12, 2024). Whether an arbitration agreement is exempt from the FAA is often important because absent the FAA, arbitration agreements are subject to enforcement [...]