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Document Brief

October 2005...

"Sufficiently Public" -- How Widely Available Does Information Need to Be to Defeat a Material Omission Claim Under the Securities Laws Due Diligence and Red Flags in Securities Offerings New York's High Court Finds Lead Underwriter Can Have Fiduciary Duty to Issuer The Supreme Court Rules That Stock Purchasers Must Show Direct Link Between Loss Suffered and Alleged Misrepresentation or Omission to Coverage Fall Short...

S E C U R I T I E S L I T I G AT I O N A N D R E G U L AT O R Y E N F O R C E M E N T...

"Sufficiently Public" -- How Widely Available Does Information Need to Be to Defeat a Material Omission Claim Under the Securities Laws...

IN THIS ISSUE...

By Jennifer Arnold, Associate Recently, more and more companies are defending against allegations of material omissions in their SEC filings by arguing that the alleged omitted information was publicly available and therefore not material. In the past, companies had a difficult time trying to prove that the information was "sufficiently public" to defeat a material omission allegation. However, recent cases indicate that the "sufficiently public" threshold may have been lowered, making it easier for companies to defend against material omission allegations brought by private parties and the SEC....

The issue of whether information is "significantly public" arises out of the conflict between the requirement that companies report all material information / continued page 2 necessary to make required disclo-...

10 Recent Challenges by D&O Insurers 14 Gemstar Article -- Addendum 15 Best Execution and Amended...

Regulation NMS Fund Market Timing Significant Case Involving CLASS B Mutual Fund Shares Gratuities...

18 Blocking the Avenues to Mutual 21 SEC Enforcement Division Loses...

23 NASD and SEC Focus on Gifts and 25 Another Win for Selective Waiver 26 Variable Annuities In the...

Regulatory Crosshairs and Civil Proceedings Departure From the Proper Administration of Criminal Justice of Justice in SEC Investigations Resolving Corporate Criminal Investigations Without Actual Prosecution...

33 The Intersection 0f Parallel Criminal...

36 Document Destruction Obstruction 39 Deferred Prosecution Agreements ...

"Sufficiently Public"...

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sures not misleading and the accepted principle that companies do not have a duty to disclose information that is already in the public domain. Rule 12b-20 of the Securities Exchange Act of 1934 ("Exchange Act") requires all reporting co...

Document Keywords

The Supreme Court Rules that Stock Purchasers Must Show Direct Link Between Loss Suffered and Alleged Misrepresentation of Omission files publication 4d3af9c4 9a53 421e 8f5c 9b63e332eb9e preview publication attachment 6b716c1a e7ec 419d 9948 60c04cd1b52e securities newswire 1005

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