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A&O Shearman files amicus brief urging Ninth Circuit en banc rehearing in securities risk disclosure class action

A&O Shearman files amicus brief urging Ninth Circuit en banc rehearing in securities risk disclosure class action
Published Date
Apr 16 2026
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Image of Lyle Roberts
Lyle RobertsPartner, Washington DC
Image of Billy Marsh
Billy MarshPartner, Dallas

A&O Shearman co-head of U.S. Securities and Shareholder Litigation, Lyle Roberts, and partner Billy Marsh filed an amicus brief on behalf of the Washington Legal Foundation (WLF), urging the Ninth Circuit to grant rehearing en banc in an important securities class action brought against Funko Inc. based on the company’s risk disclosures. The district court dismissed the claims, but the Ninth Circuit panel that heard the appeal reversed the dismissal. The amicus brief argues that the panel erred by imposing liability on SEC-mandated risk disclosures on the basis that the risk disclosures did not say the risk had previously materialized.

The brief contends that item 105 risk disclosures are forward-looking by design and are not intended to provide information about the past or present. The brief also notes that the panel decision guts the PSLRA safe harbor's protection for forward-looking statements, widens an existing circuit split, and undermines the SEC's efforts to simplify risk disclosures as well as congress's goal of curbing abusive securities litigation.

Read the full amicus brief here.

The WLF is a nonprofit public-interest law firm and policy center with supporters in the U.S. Founded in 1977, WLF promotes and defends free enterprise, individual rights, limited government, and the rule of law.

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