Court:
U.S. Supreme Court

(pet. for writ of cert.)

Amicus Issue:
Whether Item 105 of Regulation S-K, which obligates public companies to discuss material risk factors in registration statements, periodic SEC filings, and stock-based merger proxies, requires a company with knowledge of a general risk factor to ascertain and disclose facts that may bear on that general risk factor that are not otherwise within the company’s actual knowledge.  Whether Item 105 of Regulation S-K requires companies to identify and discuss potentially unlawful business practices or inadequate compliance procedures in circumstances where neither the company nor any regulator has identified an issue or concern and the company believes that such practices or procedures are compliant with applicable law.

Counsel of Record:
Willkie Farr & Gallagher LLP

James C. Dugan
Timothy G. Fleming
Sruti J. Swaminathan
Amber S. Unwala

Other Amici:
American Bankers Assoc.

Bank Policy Institute