We will hear argument this morning in case 23980, Facebook versus amalgamated bank.

Mr. Shamnegam?

Thank you, Mr. Chief Justice, and may have pleased the Court.

The Ninth Circuit has adopted an outlying rule that threatens to create a sweeping regime of

securities liability for omissions.

The Ninth Circuit held that a risk disclosure can be misleading, simply because a company does

not disclose that the specified triggering event for the risk had occurred in the past.

That holding was incorrect.

A risk disclosure warns that a type of event may cause harm in the future.

It usually makes no representation that the event had never previously occurred.

The Ninth Circuit's approach would trigger serious concerns about overdisclosure and fraud by hindsight,

and this Court should reject it. Instead, the Court should adopt a similar approach to the one it

it took for statements of opinion in Omnicare.

There the Court held that statements of opinion were ordinarily not actionable as false statements.

But the Court recognized that a statement of opinion could be misleading based on an embedded

representation about how the Speaker formed the opinion.

So to hear, depending on the content of the statement, a forward-looking

risk disclosure can be misleading based on an embedded premise about the current state of affairs.

But just as a statement that the road may be flooded if it rains, cannot be misleading

simply because it rained yesterday. A typical risk disclosure cannot be misleading simply because

the triggering event had occurred in the past. Under the correct approach, this case is an easy one.

META's warnings that business harm could result in the event of data misuse did not imply that META had

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