Whether the Second Circuit erred in holding—in conflict with the Third, Ninth, and Eleventh Circuits— that a failure to make a disclosure required under Item 303 can support a private claim under Section 10(b), even in the absence of an untrue statement

QUESTIONS PRESENTED Section 10(b) of the Securities Exchange Act of 1934 prohibits deception in connection with the purchase or sale of securities. To that end, SEC Rule 10b-5 declares it unlawful to make an untrue statement or omit a material fact “necessary” to make an affirmative statement “not misleading.” 17 C.F.R. § 240.10b-5(b). A violation of this requirement can give rise to a private claim—a judicially implied private right of action that this Court has construed narrowly. Item 303 of SEC Regulation S-K calls for additional disclosures under a different standard. Item 303 is an administrative rule that requires a company to disclose known trends or uncertainties that are likely to have a material impact on its financial position, regardless of whether the company had made any statements that would otherwise be misleading. Against this backdrop, this case presents the following question: Whether the Second Circuit erred in holding—in conflict with the Third, Ninth, and Eleventh Circuits— that a failure to make a disclosure required under Item 303 can support a private claim under Section 10(b), even in the absence of an statement.