William & Mary Business Law Review


Securities litigation is a complex, specialized, and detailed practice of the law that depends on the expertise of courts and the Securities and Exchange Commission. From its inception, the securities laws, namely the Securities Act of 1933 and the Securities Exchange Act of 1934, provided a baseline expectation and prescription for the Securities and Exchange Commission to promulgate rules to fulfill the organic statute’s demands. Through time, technology, and the law generally, the securities laws have expanded significantly, not only asking, but also requiring, the courts to answer questions never contemplated by the original drafters of the laws to guide this industry.

This Note purports to explain the outcome of a case the United States Supreme Court granted certiorari to answer the reach of a promulgated regulation. Namely, whether Item 303 of Regulation S-K permits a Rule 10b-5 action for securities fraud through omitted statements. Because the parties themselves dismissed the lawsuit before the Supreme Court could actually answer the question, based on the circuit split and the Supreme Court’s current jurisprudence and outlook with the securities laws, this Note will suggest the impact Leidos could have had on the industry and the implications generally.