Macquarie Infrastructure Corp. v. Moab Partners, L. P.
View Official PDFSummary
A short, plain-English overview of Macquarie Infrastructure Corp. v. Moab Partners, L. P..
The Supreme Court addressed whether pure omissions are actionable under SEC Rule 10b-5(b) in the case involving Macquarie Infrastructure Corp. and Moab Partners. The Court clarified that Rule 10b-5(b) covers half-truths, not pure omissions, as it requires identifying affirmative assertions before determining if other facts are needed to make those statements not misleading. The decision vacated the Second Circuit's ruling and remanded the case.
Holding
The single most important “bottom line” of what the Court decided in Macquarie Infrastructure Corp. v. Moab Partners, L. P..
The Court held that pure omissions are not actionable under Rule 10b-5(b), which covers half-truths rather than pure omissions.
Key Quotes
Short excerpts from the syllabus in Macquarie Infrastructure Corp. v. Moab Partners, L. P. that support the summary and concepts above.
Pure omissions are not actionable under Rule 10b–5(b).
Rule 10b–5(b) requires disclosure of information necessary to ensure that statements already made are clear and complete.
Silence, absent a duty to disclose, is not misleading under Rule 10b–5.
