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Corporate silence on impactful trends not securities fraud, United States Supreme Court rules

Investors can not sue companies for fraud if they flout a rule needing disclosure of trends anticipated to affect their bottom line unless the omission makes another statement misleading, the U.S. Supreme Court ruled on Friday.

The 9-0 judgment authored by liberal Justice Sonia Sotomayor handed a triumph to Macquarie Infrastructure in a proposed investor class action accusing the business of failing to divulge that its revenues were susceptible to a worldwide phase-out of high-sulfur fuel oil between 2016 and 2018.

The justices reversed a decision by the New York-based second U.S. Circuit Court of Appeals to permit the class action brought by Hedge fund Moab Partners to proceed. A federal judge previously had dismissed the litigation.

Sotomayor wrote that while the anti-fraud provision of a. federal law called the Securities Act of 1933 clearly prohibits. companies from telling deceptive half truths, it does not. instantly use when a business stays silent.

U.S. publicly traded companies are needed to make different. disclosures under federal guidelines that are enforced by the. Securities and Exchange Commission.

Moab sued Macquarie in 2018, accusing it of hiding the truth. that a subsidiary's earnings count on demand for storage of a. freighter fuel that international regulators sought to remove. by 2020. Both companies are based in New york city.

According to the suit, Macquarie broke an SEC rule. needing companies to divulge recognized patterns and unpredictabilities. likely to substantially affect their financial position.

The Supreme Court decided that an offense of the rule does. not by itself total up to a deceptive omission under the. anti-fraud law, which bars business from leaving out facts in a. way that would make a declaration deceptive.

The court rejected Moab's argument that such a judgment would. offer business immunity for violating disclosure laws, stating. the SEC can take enforcement action.

Macquarie had actually argued that the ruling that had let the claim. continue conflicted with another decision obstructing a comparable. claim. Company groups said worry of such claims had resulted in. bloated business disclosures.

(source: Reuters)