U.S. Court of Appeals for the Second Circuit

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August 19, 2013

The Second Circuit reversed the district court's dismissal of the case.

U.S. Chamber argues that disclosure duty is not triggered by immaterial statements, or opinion statements

December 23, 2011

The U.S. Chamber urged the Second Circuit court to affirm a decision by a district court that held that the U.S. securities laws do not impose a legal duty on companies to disclose all facts that might lead investors to draw different conclusions than those made by the company in immaterial statements or statements of opinion. In this case, plaintiffs alleged that Barclay’s statement of opinion that its asset portfolio was “broadly stable” and “actively managed” required Barclay’s to fully disclose the breakdown of assets in its portfolio.

In its amicus brief, the Chamber argued that these types of statements are generalized and subjective and have long been held to be immaterial as a matter of law. The Chamber warned that the plaintiff’s unprecedented argument would have profound negative effects on American business. Any company’s statement of opinion about its business could be a basis for suit for failing to itemize business lines or other factual details that might lead to a different point of view. Increased liability could drive business and investors out of U.S. markets.

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