David Aronstein, et al. v. Thompson Creek Metals Company, Inc., et al.

The United States Securities and Exchange Commission ("SEC"), through its regulatory releases under Item 303, has defined the circumstances under which a reporting company must disclose corporate information to the public. Two conditions determine the necessity of disclosure. First, management must assess whether or not a known trend or event is reasonably likely to occur. Second, if the answer is either indeterminate or affirmative, disclosure is required if the known trend or event would have a material effect upon the company's financial condition. The question at hand is whether the SEC's regulatory framework is to be given controlling weight in consonance with the Court's prior ruling in United States v. O'Hagan, 521 U.S. 642, 673 (1997) "This Court must accord the SEC's assessment in that regard controlling weight unless it is arbitrary, capricious, or manifestly contrary to the statute." or whether lower courts, as they did in this instance, are free to substitute their judgment in deciding upon the adequacy of corporate disclosure. The Court has held that "half-truths—representations that state the truth only so far as it goes, while omitting critical qualifying information—can be actionable misrepresentations. This rule recurs throughout the common law. we have used this def... inition in other statutory contexts. See, e.g., Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27, 44 (2011) (securities law)." Universal Health Services, Inc. v. United States, 579 U.S. (2016).