On September 29, 2023, the Supreme Court agreed to review the Second Circuit’s novel interpretation of federal securities law that splits with every other circuit that has decided the issue. Concluding that Item 303 of Regulation S-K creates a privately enforceable duty to disclose, the Second Circuit allowed a shareholder to sue a company for an omission that rendered no portion of its filing misleading. WLF’s brief detailed how the Second Circuit’s reasoning is at odds with the plain meaning of the SEC Rule, the common law of fraud-by-omission, and longstanding Supreme Court precedent. WLF’s brief was prepared with generous pro bono support from Lyle Roberts, George Anhang, and William Marsh of Shearman & Sterling LLP.
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