Document Type

Brief

Publication Date

2023

Abstract

Amici are scholars at American law schools whose research and teaching focus on federal securities regulation and the governance of public corporations. Three of the authors appearing as counsel on this brief have together submitted to this Court briefs on prior occasions as amici in cases arising under the federal securities laws on behalf of law and business faculty.2 All of us have written and/or taught extensively about the SEC’s system of disclosure and our experience includes service in positions that allowed for the participation in the evolution of the system of disclosure developed by the Securities and Exchange Commission.

Amici have a common interest in ensuring a proper interpretation of the statutory framework put in place by Congress. While all participating amici may not agree with every statement in the brief, all amici agree that omissions of disclosure required by Item 303 of Regulation S-K can be the basis for an action under Rule 10b-5. As far as the authors of this brief are aware, amici have no financial stake in the outcome of this litigation.

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