On April 29, 2015 the Securities and Exchange Commission announced the issuance of proposed rules requiring issuers to disclose information that shows the relationship between executive compensation and the financial performance of the issuer. Our memorandum summarizes the proposed rules, highlights issues and suggests sample disclosure approaches.

Please click here to read our memorandum.

On March 24, 2015, the U.S. Supreme Court issued Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, in which it clarified the scope of liability for statements of opinion under Section 11 of the Securities Act of 1933. In particular, the Court held that statements of opinion can be actionable as misstatements under Section 11 only if the plaintiff pleads and proves that the speaker did not actually hold the stated belief or if the statement of opinion contains explicit, supporting facts that are untrue.
Continue Reading Supreme Court Clarifies the Scope of Liability for Statements of Opinion Under Section 11 of the Securities Act of 1933