United States Court of Appeals for the Eleventh Circuit · 2019-08-15
author: unavailable · not independently reviewed
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interpretation
Rather, absent a duty, material information needn't be disclosed unless its omission would render misleading other information that an issuer has disclosed.
Carvelli v. Ocwen Fin. Corp. — 934 F.3d 1307 · United States Court of Appeals for the Eleventh Circuit · 2019 (15usc78j: author: unavailable · not independently reviewed)
Rather, absent a duty, material information needn't be disclosed unless its omission would render misleading other information that an issuer has disclosed.Source:
docroot/ir/caselaw/f3d_934.jsonl#/f3d/934/1307-01; Unicode character offsets [14508:14664] (end exclusive); SHA-256 163ed4472ed85b4e6b4dfef6442cec2c05fd4b4d6ce3587bfabbd6a8244b6f91.Under Janus, the Rule 10b-5(b) maker must have ultimate authority over content and whether/how to communicate the statement; drafting assistance alone is insufficient. Rule 10b-5(b) requires a false statement or omission that makes statements actually made misleading. Macquarie (2024) excludes pure omissions even when Item 303 requires disclosure. Do not turn every duty to disclose into a 10b-5(b) private claim; older broad omission phrasing in the cited 2019 opinions is bounded by that holding.