Supreme Court of the United States · Official docket →
Macquarie Infrastructure Corporation, et al. v. Moab Partners, L.P., et al.
Paid petition · United States Court of Appeals for the Second Circuit, No. 21-2524 · judgment December 20, 2022
Before the decision, modestly above the 4.1% base rate. The model weighted this up for a Second Circuit decision below, a circuit split argued in the petition, and a business petitioner, and down for a business respondent.
Question presented
Section l0(b) of the Securities Exchange Act of 1934 prohibits deception in connection with the purchase or sale of securities. To that end, SEC Rule l0b-5 declares it unlawful to make an untrue statement or omit a material fact "necessary" to make an affirmative statement "not misleading." 17 C.F.R. § 240.10b-5(b). A violation of this requirement can give rise to a private claim-a judicially implied private right of action that this Court has construed narrowly. Item 303 of SEC Regulation S-K calls for additional disclosures under a different standard. Item 303 is an administrative rule that requires a company to disclose known trends or uncertainties that are likely to have a material impact on its financial position, regardless of whether the company had made any statements that would otherwise be misleading. Against this backdrop, this case presents the following question: Whether the Second Circuit erred in holding-in conflict with the Third, Ninth, and Eleventh Circuits- that a failure to make a disclosure required under Item 303 can support a private claim under Section l0(b), even in the absence of an otherwisemisleading statement.
Counsel of record
For petitioner
Linda T. Coberly
Winston & Strawn, LLP
For respondent
David C. Frederick
Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C.
Case
Conference history
Distributed for 1 conference
Amicus briefs
2 cert-stage · 9 merits
(4 supporting pet./neither, 5 respondent)
Argument & decision
Argued January 16, 2024 — Linda T. Coberly · David C. Frederick. Audio and transcript
Decided April 12, 2024. Opinion by Sotomayor.
Proceedings
- May 14 2024Judgment Issued.
- Apr 12 2024Judgment VACATED and case REMANDED. Sotomayor, J., delivered the opinion for a unanimous Court.
- Jan 16 2024Argued. For petitioners: Linda T. Coberly, Chicago, Ill. For respondent Moab Partners, L.P.: David C. Frederick, Washington, D. C.; and Ephraim McDowell, Assistant to the Solicitor General, Department of Justice, Washington, D. C. (for United States, as amicus curiae.)
- Jan 05 2024Motion of the Solicitor General for leave to participate in oral argument as amicus curiae and for divided argument GRANTED.
- Jan 05 2024Reply of petitioners Macquarie Infrastructure Corp., et al. filed. (Distributed)
- Jan 05 2024Reply of respondent Barclays Capital Inc. in support of vacatur filed. (Distributed)
- Dec 20 2023Brief amicus curiae of United States filed. (Distributed)
- Dec 20 2023Motion of the Solicitor General for leave to participate in oral argument as amicus curiae and for divided argument filed.
- Dec 20 2023Brief amici curiae of Former SEC Officials filed. (Distributed)
- Dec 20 2023Brief amici curiae of Consumer Advocates filed. (Distributed)
- Dec 20 2023Brief amici curiae of Law and Business Professors filed. (Distributed)
- Dec 20 2023Brief amici curiae of Institutional Investors filed. (Distributed)
- Dec 13 2023Brief of respondent Moab Partners, L.P. filed. (Distributed)
- Nov 30 2023CIRCULATED
- Nov 29 2023Record received from the United States Court of Appeals for the Second Circuit. The record is electronic and is available with the Clerk.
- Nov 20 2023Record requested from the United States Court of Appeals for the Second Circuit.
- Nov 20 2023Brief amicus curiae of Atlantic Legal Foundation filed.
- Nov 20 2023Brief amicus curiae of Washington Legal Foundation filed.
- Nov 20 2023Brief amici curiae of Securities Industry and Financial Markets Association, et al. filed.
- Nov 20 2023Brief amicus curiae of The Society for Corporate Governance filed.
- Nov 17 2023SET FOR ARGUMENT on Tuesday, January 16, 2024.
- Nov 13 2023Brief of petitioners Macquarie Infrastructure Corp., et al. filed.
- Nov 13 2023Joint appendix filed. (Statement of costs filed)
- Nov 13 2023Brief of respondent Barclays Capital Inc. in support of vacatur filed.
- Sep 29 2023Petition GRANTED.
- Aug 30 2023DISTRIBUTED for Conference of 9/26/2023.
- Aug 28 2023Reply of petitioners Macquarie Infrastructure Corp., et al. filed. (Distributed)
- Aug 11 2023Brief of respondent Moab Partners, L.P. in opposition filed.
- Jul 27 2023Motion to extend the time to file a response is granted and the time is further extended to and including August 11, 2023.
- Jul 26 2023Motion to extend the time to file a response from August 2, 2023 to August 11, 2023, submitted to The Clerk.
- Jul 03 2023Brief amicus curiae of Washington Legal Foundation filed.
- Jul 03 2023Brief amici curiae of Securities Industry and Financial Markets Association, et al. filed.
- Jun 22 2023Motion to extend the time to file a response is granted and the time is extended to and including August 2, 2023.
- Jun 21 2023Motion to extend the time to file a response from July 3, 2023 to August 2, 2023, submitted to The Clerk.
- Jun 16 2023Waiver of right of respondent Barclays Capital Inc. to respond filed.
- May 30 2023Petition for a writ of certiorari filed. (Response due July 3, 2023)
- Apr 24 2023Application (22A920) granted by Justice Sotomayor extending the time to file until May 30, 2023.
- Apr 14 2023Application (22A920) to extend the time to file a petition for a writ of certiorari from April 27, 2023 to May 30, 2023, submitted to Justice Sotomayor.