On March 7, 2022, the Supreme Court declined to review a Ninth Circuit decision that holds companies liable for failing to include irrelevant and stale information in their forward-looking risk disclosures. The denial of certiorari was a disappointment for WLF, which filed an amicus brief explaining that the Ninth Circuit’s ruling forces companies to disclose extensive, immaterial information about past incidents, which will likely confuse investors who must navigate a company’s SEC filings to find information relevant to their investment decisions. Even worse, companies are now subject in the Ninth Circuit to potentially frivolous securities litigation based on accurate forward-looking statements, which is exactly the outcome that Congress sought to avoid when it passed the Private Securities Litigation Reform Act. The case arose in connection with Google’s alleged failure to disclose a software bug in the Google+ social network, which Google promptly fixed as soon as it was discovered. WLF’s amicus brief was prepared with the pro bono assistance of Lyle Roberts, George Anhang, and Michael Holt of Shearman & Sterling LLP.
Documents