Securities Regulation
Advanced
Opinion Liability
Liability for an opinion statement when the speaker does not genuinely hold the stated view or when omitted facts make the opinion misleading to a reasonable investor in context.
Why It Matters
Opinion liability distinguishes falsity from disagreement or hindsight and affects how issuers communicate judgments, forecasts, legal compliance assessments, and valuation assumptions.
Selected Literature
A short list of directly relevant archive entries.
1984
Intermediate
Mandatory Disclosure and the Protection of Investors
Frank H. Easterbrook and Daniel R. Fischel
Virginia Law Review
1984
Intermediate
Market Failure and the Economic Case for a Mandatory Disclosure System
John C. Coffee Jr.
Virginia Law Review
1984
Advanced
Related Cases
2015
Securities Regulation
Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund
575 U.S. 175 (2015)
When statements of opinion in a registration statement may be actionable under Securities Act Section 11.
1943
Securities Regulation
SEC v. C.M. Joiner Leasing Corp.
320 U.S. 344 (1943)
Whether sales of oil-lease assignments promoted together with a promised test well were investment contracts subject to federal securities law.
1946
Securities Regulation
SEC v. W.J. Howey Co.
328 U.S. 293 (1946)
Definition of an investment contract under the federal securities laws.
1953
Securities Regulation
SEC v. Ralston Purina Co.
346 U.S. 119 (1953)
Whether an issuer's unregistered stock offers to employees qualified as transactions not involving a public offering.