Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund (575 U.S. 175)
U.S. Supreme Court · decided March 24, 2015 · Supreme Court Database (Spaeth)
- Citation
- 575 U.S. 175 · 135 S. Ct. 1318
- Decided
- March 24, 2015
- Term
- October Term 2014
- Vote
- 9–0
- Majority author
- Justice Kagan
- Issue area
- Economic Activity
- Disposition
- Vacated and remanded
- Outcome
- Petitioning party won
- Ideological direction
- Conservative
Opinion excerpt
Opinion Justice KAGANdelivered the opinion of the Court. Before a company may sell securities in interstate commerce, it must file a registration statement with the Securities and Exchange Commission (SEC). If that document either "contain[s] an untrue statement of a material fact" or "omit[s] to state a material fact ... necessary to make the statements therein not misleading," a purchaser of the stock may sue for damages. 15 U.S.C. § 77k(a). This case requires us to decide how each of those phrases applies to statements of opinion. I The Securities Act of 1933, 48 Stat. 74, 15 U.S.C. § 77a et seq.,protects investors by ensuring that companies issuing securities (known as "issuers") make a "full and fair disclosure of information" relevant to a public offering. Pinter v. Dahl,486 U.S. 622, 646, 108 S.Ct. 2063, 100 L.Ed.2d 658 (1988). The linchpin of the Act is its registration requirement. With limited exceptions not relevant here, an issuer may offer securities to the public only after filing a registration statement. See §§ 77d, 77e. That statement must contain specified information about both the company itself and the security for sale. See §§ 77g, 77aa. Beyond those required disclosures, the issuer may include additional representations of either fact or opinion. Section 11 of the Act promotes compliance with these disclosure provisions by giving purchasers a right of…
Excerpt of a 58,320-character opinion. The full text and citation network load in the interactive viewer above.