Whether the SEC's regulatory framework under Item 303 should be given controlling weight or if lower courts can substitute their own judgment on the adequacy of corporate disclosure

question presented is whether or not a corporate officer on an investor conference call may declaim half-truths because he is ‘merely answering questions put to him by analysts’. III. Several of the circuit courts including the Tenth, have addressed the issue as to whether or not knowledge may be imputed to one side in a securities action based upon the statutory language of section 12(2) and the various state uniform securities acts that were in part modeled thereafter. All have come ; to the same conclusion. “Taken together, section 12(2) . and its case law support our conclusion that the plain ; ii meaning of both section 12(2) and section 408(a)(2) requires only that purchasers of securities show a lack of actual knowledge of a material omission in order to prevail.” MidAmerica Fed. S L v. Shearson/Ameri_ can, 886 F.2d 1249, 1257 (10th Cir. 1989). ; The courts below found that because Plaintiffs had : read a portion of the Company’s 2010 10K, knowledge of other filings, incorporated by reference therein, could be imputed to them. . The question presented is whether or not an exception to the actual knowledge standard is warranted for securities actions under section 12(2) or their state , equivalents such as the Connecticut Uniform Securi‘ ties Act ("CUSA”) under which this action was brought. IV. The Court has held “Except in matters governed by the Federal Constitution or by Acts of Congress, the law to be applied in any case is the law of the State. And whether the law of the State shall be de. clared by its Legislature in a statute or by its highest court in a decision is not a matter of federal concern.” Erie Railroad Co. v. Tompkins, 304 U.S. 64 (1938). The question presented is, whether or not a federal court sitting in diversity jurisdiction is free to discard the applicable state common law as expressed by the supreme court of that state, in deciding a motion for summary judgment. iii . . V. The Court has held that “[D]ue process is flexible . and calls for such procedural protections as the par: ; ticular situation demands”, Morrissey v. Brewer, 408 ; U.S. 471. In the case at bar, the district court imple-. mented two separate procedures for the parties with ; respect to their cross filings for summary judgment. For the Plaintiffs, the district court held that for claims upon which there were no briefings the Plain; tiffs would not be awarded summary judgment even : if the facts as presented would warrant that award. For the Defendants, the district court on multiple occasions acted sua sponte, awarding summary judgment where it had neither been briefed nor requested : by the Defendants. The question presented is whether or not Plaintiffs’ due process rights have been violated as a result of the two differing procedura