Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund
United States Supreme Court
575 U.S. ___ (2015)
Omnicare, Inc. (defendant) filed a registration statement with the Securities and Exchange Commission before the company’s initial stock offering to the public. The filing included an opinion that Omnicare believed that its pharmaceutical contracts complied with the law. Laborers District Council Construction Industry Pension Fund and other funds (plaintiffs) bought Omnicare stock in response to the public offering. Subsequently, the federal government brought lawsuits against Omnicare related to Omnicare’s dealings with drug manufacturers. The pension funds sued Omnicare under section 11 of the Securities Act of 1933, alleging that Omnicare’s registration statement contained false statements and omitted material information necessary to make the statement not misleading. The funds did not contend that the statements were fraudulent. The district court granted Omnicare’s motion to dismiss. The United States Court of Appeals for the Sixth Circuit reversed. The United States Supreme Court granted certiorari.
Rule of Law
Holding and Reasoning (Kagan, J.)
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