Document Type

Article

Publication Date

6-2025

Abstract

The half-truth doctrine is made operational in the common statutory and rule-based admonitions in the securities laws (particularly Rule 10b-5) not to omit “material fact[s] necessary in order to make . . . statements made . . . not misleading . . . .” It cabins the temptation to exploit the privilege of nondisclosure through what has been called “artful paltering.” Unfortunately, the evolution of the half-truth doctrine has become more of a poor stepsister than a muscular companion. It carries less than a full load in the complex ecosystem that exists for public company disclosure today. And it is woefully undertheorized and widely misunderstood. To this end, this article traces duty as it has developed so haphazardly in the Supreme Court, showing how the Court may have missed opportunities to do better. Our attention will mainly be devoted to a recent 2024 case (Macquarie), which is bookended by the Court’s initial effort to describe the doctrine as it applies to statements of opinion (Omnicare) and its ill-fated effort to address the temporal dynamics of risk disclosure (Facebook).

Publication Citation

Journal of Corporation Law, Vol. 50, No. 4, Pp. 1171-1187.

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