Morrison, et al. v. Barclays Bank PLC

NCLC urged the Second Circuit court to affirm that the U.S. securities laws do not impose a legal duty on companies to disclose all facts that might lead investors to draw different conclusions than those made by the company in immaterial statements or statements of opinion. In this case, plaintiffs alleged that Barclay’s statement of opinion that its asset portfolio was “broadly stable” and “actively managed” required Barclay’s to fully disclose the breakdown of assets in its portfolio. In its amicus brief, NCLC argued that these types of statements are generalized and subjective and have long been held to be immaterial as a matter of law. NCLC warned that the plaintiff’s unprecedented argument would have profound negative effects on American business. Any company’s statement of opinion about its business could be a basis for suit for failing to itemize business lines or other factual details that might lead to a different point of view. Increased liability could drive business and investors out of U.S. markets.  

This case is not yet decided. 

Amicus brief filed 12/23/11.