On April 23, 2019, the U.S. Supreme Court dismissed the petition in this case as improvidently granted. The dismissal leaves in place a circuit split on whether a stockholder need plead scienter or only negligence to state a claim under Section 14(e) of the Securities Exchange Act of 1934. As WLF’s argued, despite the over 30-year gap between the passage of Section 14(a) and Section 14(e), the two provisions are closely related. Both sections provide a means of accomplishing the same end—a change in corporate control. While neither provision contains an express mental-state requirement, the legislative history confirms that a private action brought under either provision should be subject to the same intent threshold. As WLF shows, a coherent interpretation of both sections will obviate the existing lower-court divisions and disparate standards that brought this case to the Court.  Lyle Roberts, George Anhang, and Daniel Sachs of Shearman & Sterling LLP provided WLF with substantial pro bono assistance in preparing its amicus curiae brief.


WLF amicus brief