Justice Elena Kagan likened the situation to a company that warns about fire risks but withholds that a recent fire already caused severe damage. Such a lack of disclosure, she argued, could be misleading to “reasonable investors.” The plaintiffs’ attorney, Kevin Russell, echoed this sentiment, asserting that Facebook’s omission misrepresented the severity of risks investors faced.
On the other hand, conservative justices expressed concerns about expanding disclosure requirements. Chief Justice John Roberts questioned whether mandating disclosures of all past events might lead to over-disclosure, which could overwhelm investors with excessive details. Justice Brett Kavanaugh suggested the SEC, rather than the courts, might be better positioned to clarify standards for corporate disclosures.
The Biden administration supports the plaintiffs, with Assistant Solicitor General Kevin Barber describing the case as an example of a misleading “half-truth.” Meta’s attorney, Kannon Shanmugam, argued that such broad requirements could dissuade companies from sharing forward-looking risk factors, fearing potential lawsuits for any past incident.
Previously, the Ninth Circuit found Meta’s general warnings about potential risks misleading, given the company’s awareness of the Cambridge Analytica breach. The Court held that such omissions could harm investors by implying that no significant misuse had occurred.
If the Supreme Court sides with the plaintiffs, companies could face new expectations to disclose known incidents, particularly those affecting data security or reputational risk. Such a ruling could reshape corporate disclosure practices, particularly for tech firms managing sensitive data. Alternatively, a ruling in favor of Meta may uphold the existing regulatory framework, granting companies more discretion in defining disclosure content. This decision will likely set a significant precedent for how companies balance transparency with investors and risk management.
