Blogs

As previously reported, in November 2023, the Society filed this amicus brief in an important MD&A disclosure case pending before the US Supreme Court. Last week, the Court held that failure to disclose information required by Item 303 can support a Rule 10b–5(b) claim only if the omission renders affirmative statements made misleading, thereby vacating the overbroad Second Circuit decisions that would have significantly increased companies’ disclosure burdens and liability and undermined the MD&A disclosure objectives. Thank you to Society members Pamela Marcogliese, Mary Eaton, Meredith Kotler, and their colleagues at Freshfields Bruckhaus Deringer, for drafting this brief and working with the Society on this important matter.

See these memos/posts: “Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act” (Skadden), “Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions”  (Stinson); and “Supreme Court Closes the Floodgates—Narrows Item 303 Claims” (Weil); this Reuters article: “Corporate silence on impactful trends not securities fraud, US Supreme Court rules”; and additional resources on our Securities Liability/Litigation page.

                   This content first appeared in this week's Society Alert!