Where an Issuer Fails to Make Disclosures Required by Item 303, Is That Omission Actionable as Securities Fraud?

Authors

Wendy G. Couture, University of Idaho College of LawFollow

Document Type

Article

Publication Date

1-8-2024

Abstract

The Court will consider whether a securities fraud claim under the Securities Exchange Act can be premised on a company’s omission of mandatory Management Discussion and Analysis (MD&A) disclosures. MD&A disclosures, which are required by Item 303 of Regulation S-K, are intended to provide investors with a view of the company through the eyes of management, including a description of any known trends or uncertainties that are reasonably likely to have a material impact on the company’s continuing operations.

Recommended Citation

Wendy Gerwick Couture, Where an Issuer Fails to Make Disclosures Required by Item 303, Is That Omission Actionable as Securities Fraud? (22-1165), 51 PREVIEW U.S. SUP. CT. CAS. 24 (January 8, 2024)