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This article was originally published October 22, 2025, in Reuters.
Contributing Partners: Virginia Milstead and Mark Foster
Contributing Counsel: Alyssa Musante
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To disclose or not to disclose is the question public issuers must ask when confronted with business developments every quarter. The 9th U.S. Circuit Court of Appeals recently issued an opinion setting the standards for intra-quarter disclosure obligations under the Securities Act of 1933 in the context of initial public offerings (IPOs).
In Sodha v. Golubowski, a divided panel ruled that the test governing the duty to disclose intra-quarter developments is whether the information is material. No. 24-1036, 2025 WL 2487954, at *11 (9th Cir. Aug. 29, 2025). The 9th Circuit’s ruling aligns with the standard adopted by the 2nd U.S. Circuit Court of Appeals eight years ago, and deviates from the test followed by the 1st U.S. Circuit Court of Appeals for almost 30 years.
Section 11 of the 1933 Act imposes liability on defendants if “any part of the registration statement ... contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not...
Actor Park Si-hoo spoke about his feelings returning to the screen through the film "The God's Orchestra," overcoming the "adultery arrangement controversy." On the morning of the 8th, a productio...