Outside Publication

Omnicare and GAAP-Based ‘Numerical Opinions’, BNA Securities Regulation & Law Report

June 29, 2015

On March 24, 2015, the Supreme Court decided Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (‘‘Omnicare’’).

Vacating a ruling by the Sixth Circuit Court of Appeals that liability under Section 11 of the Securities Act of 1933 (‘‘Securities Act’’) for a statement of opinion may be premised simply on a showing that the opinion was materially incorrect, the Supreme Court held that an opinion can only be an ‘‘untrue statement of a material fact’’ if the speaker does not sincerely hold that opinion, or if the opinion contains an embedded statement of a materially untrue fact.

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