Search results

The purpose of this article is to examine the US Supreme Court’s much anticipated decision in Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund. In this 2015 case, the Supreme Court announced important principles for interpreting the application of the two bases for liability under Section 11 of the Securities Act of 1933 to statements of opinion expressed in registration statements filed with the Securities and Exchange Commission in connection with public securities offerings.

The article examines the Supreme Court’s articulation of the standards federal courts must apply under Section 11 to determine if opinion statements were untrue statements of a material fact or misleading because they omitted material facts necessary to make the statements of opinion not misleading. The paper identifies a number of the complexities involved in the Supreme Court’s approach and emphasizes the nuanced assessment of the facts surrounding opinion statements courts will be required to undertake by Omnicare.

The Omnicare decision has significant implications for the litigation of Section 11 claims challenging statements of opinion and for the preparation of registration statement disclosures. The Omnicare decision dramatically alters the standards for reviewing Section 11 claims premised on opinions long applied in a number of US federal appellate circuits. The decision is likely to result in more Section 11 claims based on supposedly misleading opinion statements, and potentially in a greater number of Section 11 claims that survive at least an initial motion to dismiss. Omnicare highlights the importance of including in registration statement disclosures meaningful cautionary statements identifying important facts that could cause actual outcomes to differ materially from views expressed in an opinion.

Expert guidance from experienced financial services lawyers.

To what extent do couples expect to retire together? What distinguishes “atypical congruent” couples who expect to retire separately? What distinguishes “non-congruent” couples who disagree on retirement plans? Using U.S. Health and Retirement Study (HRS) data, we find that “Atypical Congruent” (separate retirement) couples have shorter marriages, larger age differences, unequal decision-making, dependent children, and pension plans for both husband and wife. They are also more frequently interracial or minority couples. “Non-Congruent” couples (who disagree on retirement plans) are distinguished by wife's earnings and husband's occupational status and work schedule.

Volume 9 is a collection of advances in gender research from various parts of the world. The papers document the types of work in which women engage, and gender equity issues they face. They show the importance of considering the uniqueness of cultural contexts for understanding and resolving problems, but they also show how global interdependence affects local gender realities. The papers in this volume fall into two broad and overlapping categories: gender, work and development, and gender and discrimination.

Autumn Behringer has completed her Ph.D. at Purdue University and started a position as Assistant Professor of Sociology at Weber State University in the fall of 2004. Her research centers largely on the study of gender, intimate relationships, and social inequality. Her dissertation is a symbolic interactionist analysis of marital communications. She has a chapter, “The Meaning of Husband and Wife: Spouses’ Perceptions of Marital Labels,” forthcoming in Couples, Kids, and Family Life (Oxford University Press).

This paper examines a legal bulletin issued by the staff of the Securities and Exchange Commission (SEC) in November 2017 that provides significant new guidance to SEC-reporting companies on the application of the “ordinary business” and “economic relevance” exceptions in Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 governs an SEC-reporting company’s obligation to include shareholder proposals in its proxy materials for a shareholder meeting.

This paper provides in-depth analysis of the new interpretive guidance against the background of continuing controversy between companies and shareholder-proponents over the bases on which companies should be permitted to exclude from their proxy materials proposals that proponents believe raise social, ethical or other policy issues that are appropriate for shareholder action.

In acting on a company’s request to exclude a proposal, the SEC staff must make difficult judgments regarding the connection between policy issues reflected in the proposal and the company’s business operations, which the company’s directors and officers seek to conduct free of inappropriate shareholder oversight. In the new guidance, the staff calls for assistance in making these judgments by soliciting greater board-level involvement in the exclusion determination and encouraging the company in its no-action submission to discuss the board’s analysis and decision-making process. Greater board participation should encourage a more probing assessment of the considerations weighed in these determinations.

This paper provides expert guidance on a major new SEC disclosure requirement from experienced securities lawyers.