Trust Indenture Act Creates no Independent Duty upon Issuer Timely to File SEC Reports

Publicly traded companies are required to make periodic financial disclosures, including quarterly filings with the Securities and Exchange Commission ("SEC"). Recently, the Eighth Circuit held in UnitedHealth Group Inc. v. Wilmington Trust Co. (1) that a public registrant's admitted failure timely to file reports with the SEC did not constitute a violation of a governing notes indenture (the "Indenture"), the Trust Indenture Act of 1939 ("TIA") or the implied covenant of good faith and fair dealing.