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The late Senator Daniel Patrick Moynihan famously wrote, “Everyone is entitled to his own opinion, but not his own facts.” The Supreme Court has applied this maxim to the securities laws, holding in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. 175 (2015), that while statements of opinion generally are not actionable, there are some narrow circumstances in which such statements entail or imply false or misleading assertions of fact. The lower courts have since adopted inconsistent approaches to statements of opinion, some of which are out‑of‑step with the Supreme Court’s guidance. Here, we offer some proposed limitations on one kind of opinion liability under Omnicare — liability for the omission of material facts — with the goal of confining such claims to the narrow boundaries outlined by the Supreme Court.
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By Patrick T. Campbell, Jonathan B. New, James A. Sherer, and Lauren E. Sternbach
This article describes the DOJ’s new M&A safe harbor policy and also provides practical insights on how companies engaged in M&A can meet the DOJ’s expectations.
By Gretchen L. Jankowski and Abigail L. Cessna
While some jurisdictions are enacting or proposing AI-specific regulation, many existing regulatory frameworks apply to new technologies, including antitrust. Companies may experience different potential antitrust risks depending on the type of AI technology and their use of that technology.
By Ross Aronowitz
With the beginning of a new year around the corner and the introduction of new compliance obligations under the Corporate Transparency Act (CTA), many law firms are scrambling to determine how they will assist clients who may be subject to these additional regulations.
By Cat Casey
Packing more tricks and treats than a suburban soccer mom, this sweeping order was ambitious, to say the least, artfully seeking to thread the needle and balance fear and desire when it comes to the AI renaissance sweeping the globe. And yet, hidden within the body of the order lay something that might make this sweeping and ambitious order flop.