This educational guide is based on the linked primary sources. It is not a Court publication, is not affiliated with the Court, and is not legal advice.
In brief
Overview
In 2016 the International Maritime Organization adopted IMO 2020, a rule that caps the sulfur content of fuel oil used in shipping at 0.5% by 2020.
Petitioner Macquarie Infrastructure Corporation owns a subsidiary that operates terminals storing bulk liquid commodities, including No. 6 fuel oil that typically contains about 3% sulfur.
The District Court dismissed Moab Partners’ complaint.
The Court held that pure omissions are not actionable under Rule 10b‑5(b).
The judgment of the Court of Appeals for the Second Circuit was vacated and the case was remanded for further proceedings consistent with this opinion.
Background and question before the Court
What each side argues
Petitioners’ Position
Petitioners argue that an omission is actionable only when the omitted fact is material and necessary to prevent a statement from being misleading, and they contend that the omission of the IMO 2020 uncertainty meets that standard.
According to Ms. Coberly, petitioners also assert that the alleged omission may be protected by the statutory safe‑harbor for forward‑looking statements.
Moab Partners’ Position
Moab argues that it identified specific statements that satisfy the pleading requirements, contrary to the petitioners’ claims.
United States (Amicus) Position
According to McDOWELL (United States), according to McDOWELL (United States), the United States, through amicus counsel Ephraim McDowell, urges affirmation of the respondents’ position that a violation of Item 303 can serve as the basis for a Rule 10b‑5 claim.
What happened at oral argument
Justice Thomas asked whether a compliance certification statement can be made misleading by an omission.
According to Justice Sotomayor, justice Sotomayor inquired about specific arguments related to Section 906.
According to Justice Kagan, justice Kagan questioned the petitioners’ reliance on the text of the securities law.
Justice Thomas asked whether the SEC has authority over the alleged omission even if the petitioners lose.
Justice Kavanaugh asked whether the Commission enforces Item 303.
According to Chief Justice Roberts, chief Justice Roberts announced that the case was submitted.
- [1] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 7
- [2] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 7
- [3] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 10
- [4] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 29
- [5] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 66
- [6] 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdf, p. 72
What the Court decided
The Court held that pure omissions are not actionable under Rule 10b‑5(b).
The judgment of the Court of Appeals for the Second Circuit was vacated and the case was remanded for further proceedings consistent with this opinion.
Why it matters
The decision clarifies that an omission alone, without a misleading statement, does not give rise to liability under Rule 10b‑5(b), limiting the scope of private securities actions.
Terms to know
No glossary terms are available for this guide.
Primary sources
Read the source materials on the official site or open the immutable repository copy used for this guide.
- 309b43006ccf20835cfc-r1-c8cc13e913d926a2.pdfopinion
- 3240917069067e74e0a2-r1-ce4305b5a3de9a04.pdforal argument transcript
Guide generated September 29, 2026. Automated validation accepted this version.