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M&T Bank Corporation, et al. v. David Jaroslawicz, et al.

Paid petition · United States Court of Appeals for the Third Circuit, No. 17-3695 · judgment June 18, 2020

Certiorari denied · January 25, 2021
Pre-decision estimate: 5% cert probability

Before the decision, roughly the 4.1% base rate. The model weighted this up for a Third Circuit decision below, a circuit split argued in the petition, and a business petitioner.

Question presented

  1. 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.

  2. 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. (i)

Counsel of record

For petitioner
William Daniel Savitt
Wachtell, Lipton, Rosen & Katz

For respondent
—

Case

Conference history
Distributed for 1 conference

Proceedings

  1. Jan 25 2021
    Motion for leave to file amici brief filed by the Securities Industry and Financial Markets Association, et al. GRANTED.
  2. Jan 25 2021
    Petition DENIED.
  3. Jan 06 2021
    DISTRIBUTED for Conference of 1/22/2021.
  4. Dec 17 2020
    Motion for leave to file amici brief filed by the Securities Industry and Financial Markets Association, et al.
  5. Nov 15 2020
    Petition for a writ of certiorari filed. (Response due December 17, 2020)