On December 20, 2023, Cohen Milstein filed an amicus curiae brief in support of respondents/plaintiffs with the United States Supreme Court on behalf of former commissioners and senior officials of the U.S. Securities and Exchange Commission who served under both Republican and Democratic presidents and went on to serve as leaders in industry and academia. Collectively, they have decades of experience in administering and enforcing the securities laws. Together, amici have a longstanding interest in the integrity of public markets and the deterrence of, and legal remedies for, materially misleading statements and omissions.
At issue is whether the U.S. Court of Appeals for the 2nd Circuit erred in holding that a failure to make a disclosure required under Item 303 of SEC Regulation S-K can support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement.
The amici argue violating Item 303 or other disclosure requirements can predicate a Rule 10b-5 claim and, therefore, the Court should affirm.