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Expert Analysis

Why Item 303 Just Doesn't Matter In Securities Litigation

Law360, New York ( October 13, 2015, 12:49 PM EDT) -- Does Item 303 of Regulation S-K matter in private securities litigation? In Stratte-McClure v. Morgan Stanley, 776 F.3d 94 (2nd Cir. 2015), the Second Circuit held that Item 303 imposes a duty to disclose for purposes of Section 10(b), meaning that the omission of information required by Item 303 can provide the basis for a Section 10(b) claim. This ruling is at odds with the Ninth Circuit's opinion in In re Nvidia Corp. Securities Litigation, 768 F.3d 1046 (9th Cir. 2014), in which the court held that Item 303 does not establish such a duty. The U.S. Supreme Court declined a cert petition in Nvidia....

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