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

CASE AT A GLANCE 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.
Issue If a securities issuer fails to include disclosures required by Item 303 of Regulation S-K in its periodic reports filed with the Securities and Exchange Commission, is that omission [...]