Securities Regulation


A fact is material if there is a substantial likelihood that a reasonable investor would consider it important in making his investment decision. Basic.

A reasonable investor finds a fact important if a reasonable investor would view the fact as significantly altering the "total mix" of information made available. Basic.

Truth on the Market

The truth on the market defense states that a registration statement is not misleading when the truth of the statement had already been reported otherwise and become known to the market.

Bespeaks Caution Doctrine
Kaufman v. Trump's Castle Funding

When an offering document's forecasts, opinions, or projections are accompanied by meaningful cautionary statements, the forward-looking statements will nto form the basis for a securities fraud claim if those statements did not affect the "total mix" of information the document provided investors.