This section contains the nature of the case and procedural background.

D operates large “bulk liquid storage terminals” within the United States. These terminals handle and store liquid commodities, such as petroleum, biofuels, chemicals, and oil products. One liquid commodity stored in these terminals is No. 6 fuel oil, a high-sulfur fuel oil that is a byproduct of the refining process. The United Nations’ International Maritime Organization formally adopted IMO 2020 in 2016, a regulation that capped the sulfur content of fuel oil used in shipping at 0.5% by the beginning of 2020. No. 6 fuel oil has a sulfur content closer to 3%. D did not discuss IMO 2020 in its public offering documents. In February 2018, D announced that the amount of storage capacity contracted for use by its subsidiary’s customers had dropped in part because of the structural decline in the No. 6 fuel oil market. D’s stock price fell 41%. Ps alleged a violation of §10(b) and Rule 10b-5, claiming that D’s public statements “were false and misleading” because D “concealed from investors that [its subsidiary’s] single largest product . . . was No. 6 fuel oil,” which “faced a near-cataclysmic ban on the bulk of its worldwide use through IMO 2020.” Ps claimed that D had “‘a duty to disclose’ the extent to which [its subsidiary’s] storage capacity was devoted to No. 6 fuel oil” and it violated disclosure obligations under Item 303” and therefore violated §10(b) and Rule 10b-5. The District Court dismissed the complaint holding that P had not “actually plead[ed] an uncertainty hat should have been disclosed” or “in what SEC filing or filings D was supposed to disclose it.” The Second Circuit reversed. It held that there are “two circumstances which impose a duty on a corporation to disclose omitted facts.” A duty arises when there is “‘a statute or regulation requiring disclosure,’ . . . such as Ite[m] 303.” Also, “even when there is no existing independent duty to disclose information, once a company speaks on an issue or topic, there is a duty to tell the whole truth.” It held that D’s Item 303 violation alone could sustain P’s §10(b) and Rule 10b-5 claim. The courts of appeals disagree on whether a failure to make a disclosure required by Item 303 can support a private claim under §10(b) and Rule 10b-5(b) in the absence of an otherwise-misleading statement. The Supreme Court granted certiorari.

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