17 C.F.R. § 230.408
Additional information
(a) In addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
(b) Notwithstanding paragraph (a) of this section, unless otherwise required to be included in the registration statement, the failure to include in a registration statement information included in a free writing prospectus will not, solely by virtue of inclusion of the information in a free writing prospectus (as defined in Rule 405 (§ 230.405)), be considered an omission of material information required to be included in the registration statement.
Notes of Decisions
Cited in 17
cases (1 in the last 5 years), 1972–2024 · leading case: In Re Morgan Stanley Information Fund Securities
In Re Morgan Stanley Information Fund Securities (2010)
“§§ 77k(a), 771 (a)(2); see also 17 C.F.R. § 230.408 . The statements in the Offering Documents on which plaintiffs rely in making this assertion relate to the Funds’ investment objectives, investment strategies, and risks.”
In Re WorldCom, Inc. Securities Litigation (2004)
“37 In a catch-all provision, the SBC regulations also provide that “[i]n addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required…”
In Re Global Crossing, Ltd. Securities Litigation (2004)
“10b-5(b); see also 17 C.F.R. § 230.408 (requiring that “in addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light…”
In re Facebook, Inc., IPO Securities & Derivative Litigation (2014)
“3d at 180 (quoting 17 C.F.R. § 230.408 ). Litwin and Panther Partners provide clarification as to when the materiality standard should be used and supersedes the 135-day and “extreme departure” rules.”
In re Bear Stearns Mortgage Pass-Through Certificates Litigation (2012)
“While the TAC does not allege that the Offering Documents misstated the ratings that the Agencies assigned to the Certificate, Plaintiffs argue that Defendants nonetheless had a duty, under 17 C.F.R. § 230.408 (a), 27 to disclose flaws underlying the ratings to prevent the…”
In re Facebook, Inc., IPO Securities & Derivative Litigation (2013)
“” 17 C.F.R. § 230.408 (a). Defendants are “under a duty to disclose interim financial information in the [Registration Statement],” if “the [undisclosed] information was material in light of the financial information already disclosed to investors.”
In Re Fuwei Films Securities Litigation (2009)
“2003) (quoting 17 C.F.R. § 230.408 ). “To be material, the information need not be such that a reasonable investor would necessarily change his investment decision based on the information, as long as a reasonable investor would have viewed it as significantly altering the…”
Ilia Kolominsky v. Root, Inc. (2024)
“2020); see also 17 C.F.R. § 230.408 (a). This requires the court to make a holistic inquiry regarding whether there is “a substantial likelihood” that disclosing omitted information would have altered what a “reasonable investor” thought based on the “total mix” of available…”
Lin v. Interactive Brokers Group, Inc. (2008)
“” 17 C.F.R. § 230.408 . 4. The Bespeaks Caution Doctrine It is no surprise that companies want to present their corporate prospects, especially during IPOs, in as positive a light as possible.”
Rudman v. CHC Group Ltd. (2016)
“17 C.F.R. § 230.408 (a). . See In re Morgan Stanley, 592 F.”
In Re Morgan Stanley Mortgage Pass-Through Certificates Litigation (2011)
“Invoking 17 C.F.R. § 230.408 (a), 13 Plaintiffs argue that Defendants nonetheless had a duty to disclose flaws underlying the ratings, contending that such information was necessary to make the statements as to the ratings given not misleading.”
Scott v. General Motors Co. (2014)
“17 C.F.R. § 230.408 . A plaintiff need only “plausibly allege that [the registrant] omitted material information that it was required to disclose or made material misstatements in its offering documents, [to] meet the relatively minimal burden of stating a claim pursuant to…”
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