On April 12, 2024, the Supreme Court rejected the Second Circuit’s novel interpretation of federal securities law that split with every other circuit that had decided the issue. The high court’s decision was a victory for WLF, which filed an amicus brief in the case urging reversal. WLF’s brief was prepared with generous pro bono support from Lyle Roberts, George Anhang, and William Marsh of Shearman & Sterling LLP. WLF’s amicus 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. A unanimous Court agreed, explaining that “The 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.”


Supreme Court opinion

WLF merits brief

WLF brief in support of certiorari