Securities Law Commons^™

Omnicare V. Indiana State District Council And Its Rational Basis Test For Allowing For Opinion Statements To Be A Misleading Fact Or Omission Under Section 11 Of The Securities Act Of 1933, Brian Elzweig, Valrie Chambers

Pace Law Review

This article examines when statements in a registration statement, couched as opinion, can and cannot be considered to be misstatements of material fact that could lead to liability under Section 11 (and potentially other sections) of the Securities Act. The rest of this paper is formatted as follows. We review the Omnicare case, followed by the key cases in the Second, Third, Ninth, and Sixth Circuit Courts of Appeals. The Second, Third, and Ninth Circuits have all required that, in order for there to be an actionable claim under Section 11, the plaintiff must plead not only that the statement …