Corporations are required to disclose information about trends and uncertainties under a federal regulation known as Item 303. Macquarie Infrastructure allegedly concealed investment risk information about international rules largely eliminating the shipping of certain high-sulfur fuels, a material change to a major part of its infrastructure investments that required disclosure under Item 303. Moab Partners sued them for omitting this risk disclosure under the Securities Exchange Act — which prohibits deceptive practices and manipulating investors. The Supreme Court considered whether to let companies off the hook for securities fraud if they fail to comply with the requirements of Item 303.

On April 12, 2024, the Supreme Court unanimously ruled that companies can omit information so long as the omission is “pure” and does not render the company’s other statements misleading.

Powerbroker-Affiliated Organizations

Organization

U.S. Chamber of CommerceRead the amicus brief

• 

  Koch Network

• 

  Horatio Alger Association

Organization

Securities Industry and Financial Markets AssociationRead the amicus brief

• 

  Horatio Alger Association