• The Supreme Court has long held that “[s]ilence, absent a duty to disclose, is not misleading under Rule 10b-5.”[1]  And such a duty to disclose only arises where necessary to make a statement already made not misleading, thus allowing companies to “control what they have to disclose … by controlling what they say to the market.”[2]  On March 27, 2017, in Leidos, Inc. v. Indiana Public Retirement System, the court granted certiorari to determine whether, in the absence of any need to correct a prior statement, there exists a separate disclosure duty under Item 303 of SEC Regulation S-K that is actionable under Section 10(b) of the Securities Exchange Act and Rule 10b-5.[3]  In Leidos, the U.S. Court of Appeals for the Second Circuit held, contrary to two other circuits, that Item 303, which pertains to disclosure of so-called “soft” information like trends or uncertainties, does create such a disclosure duty.[4]

  • Murphy & McGonigle: Ahead of the Curve
    Best Lawyers Business Edition | (April, 2017)

    Recognizing and celebrating the importance of women in business, the legal profession, and our communities.

  • If you are a Commodity Pool Operator (“CPO”) or Commodity Trading Advisor (“CTA”) and you have not made strides to put an effective Information Systems Security Program (“ISSP”) in place, doing so should be blinking red on your dashboard.

  • Market Intel at Heart of CFTC Reorganization, Lawyers Say
    Bloomberg BNA (Subscription Required) | (03/27/2017)

    Acting CFTC Chairman J. Christopher Giancarlo is signaling his intention to increase the agency's market intelligence capabilities by moving certain surveillance functions to the Division of Enforcement, derivatives lawyers told Bloomberg BNA.

  • Brokers riled by overlapping enforcement penalties from multiple regulators
    Investment News (Subscription Required) | (03/27/2017)

    Enforcement panels at regulatory conferences can sometimes be dull. But complaints about multiple regulatory penalties for the same violation brought the crowd to life last week in San Diego.