In a significant decision regarding the scope of the federal securities laws’ anti-fraud provisions, the U.S. Supreme Court in Macquarie Infrastructure v. Moab Partners held that “pure omissions” are inactionable under Section 10(b) of the Securities Exchange Act and its enabling rule, SEC Rule 10b-5. Macquarie Infrastructure v. Moab Partners, No. 22-1165, 601 U. S. ____ (2024).

The decision vacated the judgment of the U.S. Court of Appeals for the Second Circuit, which had reinstated securities fraud claims based on the defendant’s omission of information allegedly subject to disclosure under Item 303 of Regulation S-K, an SEC rule governing the contents of public companies’ periodic SEC filings.