On Tuesday, the Supreme Court reversed and remanded a Sixth Circuit ruling that executives can be held responsible for opinions expressed to investors that later turned out to be false. Here, attorneys tell Law360 why the decision in Omnicare Inc. et al. v. Laborers District Council Construction Industry Pension Fund et al. is significant.
“Omnicare is ‘a tale of two theories’ for the defense bar. On the one hand it strongly reaffirms a core defense theory: that sincerely held opinions do not violate the securities laws simply because they later prove incorrect. This holding is especially powerful in a Section 11 case because no showing of intent is required. But at the same time, Omnicare’s focus on an omissions theory that the lower courts did not address creates uncertainty going forward. In practice, the difference between a misstatement and an omission can prove slippery. A wave of omissions case is on the horizon.” -- Michael Celio, Partner at Keker & Van Nest
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