3 Top Considerations After Omnicare

In Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U. S. ____ (2015), the U.S. Supreme Court clarified issuer liability under §11 of the Securities Act. Section 11 provides that issuers are liable for registration statements that contain “an untrue statement of a material fact or omit to state a material fact required ... to make the statements therein not misleading.” While the court’s opinion applies in the context of publicly registered offerings, there are some important take-home messages for private placements too.

Read the three top considerations for issuers in light of Omnicare here.