When the Regulator Leaves the Room: Public-Company Reporting Judgment Calls Before the FY2026 10-K

Jay Dubow, Co-Leader, Securities Investigations + Enforcement Practice Group | Troutman Pepper Locke

Jay represents clients in SEC and regulatory investigations, securities litigation, and internal investigations. His experience as a former public company general counsel and branch chief of the Division of Enforcement at the SEC enhances his ability to provide valuable insight to clients.

• Education & Credentials

University of Pennsylvania Carey Law School, J.D., 1984; University of Pennsylvania The Wharton School, B.S., magna cum laude, 1981, finance and accounting.

Bar admissions: District of Columbia; Pennsylvania.

Court Admissions: U.S. District Court, Eastern District of Pennsylvania; U.S. District Court, Middle District of Pennsylvania; U.S. District Court, District of North Dakota; U.S. Court of Appeals, Second Circuit; U.S. Court of Appeals, Third Circuit; U.S. Court of Appeals, Fourth Circuit; U.S. Court of Appeals, Ninth Circuit.

• Recognition & Leadership

Super Lawyers: Securities Litigation (2025); Best Lawyers in America®: Philadelphia Litigation – Securities “Lawyer of the Year” (2026); Best Lawyers in America®: Corporate Compliance Law (2026), Criminal Defense: White Collar (2024-2026), Litigation – Securities (2024-2026), Securities / Capital Markets Law (2025-2026); Honoree, Securities Enforcement Elite, Securities Docket (2024-2025); Chambers USA: Litigation: Securities, Pennsylvania (2021-2026).

“Jay is always responsive, very efficient, and he gives you a quick answer.” – Chambers USA 2026

• Professional Involvement

Co-chairman, Business and Corporate Litigation Committee, American Bar Association; Vice chair, Business and Corporate Litigation Committee, American Bar Association’s Business Law Section; Vice chair, Criminal and Enforcement Litigation Subcommittee, American Bar Association’s Business Law Section; Member, Board of Editors, The Investment Lawyer; Member, Corporate Leadership Board, The Barnes Foundation.

• Experience

Jay co-leads the firm’s Securities Investigations + Enforcement Practice Group. He focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation. He also represents clients involved in investigations by the U.S. Securities and Exchange Commission (SEC), the Pennsylvania Department of Banking and Securities, and various selfregulatory organizations, including the Financial Industry Regulatory Authority, Inc. (FINRA). He also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the Foreign Corrupt Practices Act (FCPA), whistle blower claims, financial fraud, and civil and criminal violations of various federal and state laws.

Jay also counsels cannabis and CBD industry clients on corporate and regulatory issues, as well as the potential risks both for cannabis-focused companies and non-industry participants doing business with cannabis companies.

Jay previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. He began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C.

Top Areas of Focus: Delaware Court of Chancery Litigation; Investment Funds + Investment Management Services; Securities Investigations + Enforcement; Securities Litigation; White Collar Litigation + Investigations.

Mary Weeks, Leader, Securities Litigation Practice Group | Troutman Pepper Locke

Mary leads the firm’s Securities Litigation Practice Group. She vigorously defends and resolves high-stakes securities litigation and shareholder disputes and manages internal investigations for corporations, officers, and directors. Mary’s efficient approach and lengthy track record of early-stage resolutions in key jurisdictions help clients effectively manage and mitigate risk.

• Education & Credentials

Education: University of North Carolina School of Law, J.D., with honors, 2011; Campbell University, B.A., summa cum laude, 2008.

Bar admissions: Georgia; New York.

Court Admissions: Supreme Court of the United States; Supreme Court of Georgia; Court of Appeals of Georgia; U.S. District Court, Northern District of Georgia; U.S. Court of Appeals, Sixth Circuit; U.S. Court of Appeals, Eleventh Circuit; U.S. Court of Appeals, Second Circuit; U.S. District Court, Southern District of New York; U.S. District Court, Eastern District of New York; U.S. Court of Appeals, Third Circuit.

• Recognition & Leadership

Chambers USA: Litigation: Securities, Georgia (2022-2026); Best Lawyers in America®: Ones to Watch:

Commercial Litigation (2021-2025), Litigation – Securities (2024-2025); Super Lawyers®: “Rising Star” –

Securities Litigation, Georgia (2019-2025); Benchmark Litigation: “40 & Under List” in Georgia (20242025); ABA Business Law Section BCLC Women Business and Commercial Advocates 2026 Honoree (April 2026).

“Mary did a great job guiding us. She was able to nearly predict, beat for beat, how things would play out.” – Chambers USA 2026

• Professional Involvement

Board member-at-large, Atlanta Bar Association, Litigation Section (2023-present); activities committee member (2022-2023); Vice chair, Business and Corporate Litigation Committee, American Bar Association, Business Law Section (2025-present); director of regional meetings (2025-present); co-chair, Securities Litigation Subcommittee (2022-present); Member, American Bar Association, Litigation Section, Securities

Litigation Committee (2022-present); co-chair, Women In Securities Litigation Subcommittee (20232024); Board member, University of North Carolina School of Law Alumni Association (2025); alumni engagement committee member, UNC School of Law (2015-present); chair, Carolina Law Club of Atlanta (2015-2024); member, Young Alumni Leadership Council (2021-2024); Member, Georgia Intrastate Moot

Court Competition Committee, Young Lawyers Division, State Bar of Georgia (2012-2023); co-chair (20162018); Member, Women’s White Collar Defense Association, Atlanta Chapter (2019-present); Member, Association for Corporate Growth (2014-2022).

• Experience

Mary defends clients facing allegations involving securities fraud, breach of fiduciary duty, corporate governance, and other shareholder derivative and securities class actions brought under Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934 and state law. Her straightforward approach to evaluating and resolving claims has earned her loyal clients and dozens of early dismissals in critical venues such as the Delaware Court of Chancery, the Southern District of New York, and other federal courts within the Second, Third, and Ninth Circuits.

As head of the securities litigation practice group, Mary leads a core team of securities litigators who have refined an efficient, time-tested process for handling all aspects of her clients’ matters. She and her team have handled the full range of complex securities litigation, shareholder derivative litigation, dissenters’ rights actions and appraisal proceedings, as well as stockholder disputes before the Delaware Court of Chancery. Her clients benefit from her leadership and hands-on management of every matter, drawing from deep experience defending market leaders in sectors such as automotive, manufacturing, health care, life sciences, and early-stage biopharmaceuticals.

Mary leads and manages board of directors special committee and internal investigations, as well as regulatory investigations, including with the SEC, DOJ, and other government agencies.

Mary’s background includes trial-to-verdict experience in areas beyond securities litigation. She also serves as Troutman Pepper Locke’s firmwide hiring partner, leading the firm’s Regional Recruiting Committees.

Top Areas of Focus: Appellate + Supreme Court; Business Litigation; Class Action; Securities Investigations + Enforcement; Securities Litigation; White Collar Litigation + Investigations.

Bianca DiBella, Associate | Troutman Pepper Locke

Bianca represents corporations, individuals, and corporate representatives in complex civil litigation matters. She works hard to determine her clients’ business and legal needs, helping to provide concise and efficient solutions for their toughest disputes.

• Education & Credentials

Education: Vanderbilt University Law School, J.D., 2017, student body president; Vanderbilt Bar Association; University of Florida, B.A., cum laude, 2014.

Bar admissions: Georgia.

Court Admissions: U.S. Court of Appeals, Eleventh Circuit; U.S. District Court, Northern District of Georgia; Court of Appeals of Georgia; Georgia Superior Courts.

• Recognition & Leadership

Best Lawyers in America®: Ones to Watch: Litigation – Securities (2026); Super Lawyers®: “Rising Star” – Securities Litigation, Georgia (2025-2026); Michael Maggio Memorial Pro Bono Award, American Immigration Lawyers Association (2023).

• Professional Involvement

Community Services Committee Member, Atlanta Bar Association, Litigation Section; Editor and Chair, American Bar Association Business Law Section, Business and Corporate Litigation Committee Newsletter; member, American Bar Association Business Law Section, Securities Litigation Subcommittee; Community Engagement Board Member, Women’s Resource Center to End Domestic Violence; Member, Women Securities Litigation Network; Member, Young Lawyers Division, State Bar of Georgia.

• Experience

Bianca is an associate with the business litigation and securities litigation practices. She has experience litigating complex business disputes in state and federal courts across the U.S. as well as in alternative dispute resolution forums. Bianca focuses on representing companies and their officers and directors in securities class actions, shareholder derivative suits, M&A litigation, corporate governance disputes, and SEC enforcement actions and government investigations.

Top Areas of Focus: Business Litigation; Class Action; Securities Investigations + Enforcement; Securities Litigation.

SESSION 1 – The Enforcement Vacuum and Who Fills It | 12:00pm – 12:08pm

Examines the SEC’s pullback from affirmative periodic-reporting enforcement actions and how the plaintiffs’ securities bar has stepped into the gap as the de facto primary reviewer of 10-K disclosures. Frames the practical implications for disclosure drafting when the realistic litigation threat originates from private class actions rather than SEC comment letters or enforcement proceedings.

SESSION 2 – Risk Factor Opinion Framing vs. Specificity Under Omnicare and Item 105 | 12:08pm – 12:20pm

Analyzes the tension between drafting risk factors as statements of opinion (shielded by Omnicare’s framework requiring plaintiffs to show the speaker lacked the stated belief or omitted contrary facts) and the Item 105 requirement for specificity and tailoring. Discusses how overly specific risk factors can create actionable half-truths, while overly generic disclosures invite SEC staff comment and plaintiff allegations that the company failed to disclose known, particularized risks.

SESSION 3 – MD&A Known Trends and the Post-Macquarie Half-Truth Hazard | 12:20pm – 12:32pm

Addresses the drafting challenges in Management’s Discussion and Analysis following the Supreme Court’s decision in Macquarie, which clarified the distinction between pure omissions (not actionable under Rule 10b-5) and half-truths (actionable when a statement, though literally true, omits material information necessary to make it not misleading). Explores how MD&A’s requirement to disclose known trends and uncertainties creates a high-risk zone for half-truth liability when disclosure is partial or selective.

SESSION 4 – Forward-Looking Statement Safe Harbors and Meaningful Cautionary Language | 12:32pm – 12:42pm

Reviews the PSLRA safe harbor for forward-looking statements and the judicial standard for what constitutes “meaningful cautionary language” sufficient to invoke statutory protection. Highlights common drafting failures, including boilerplate cautionary language that courts have found insufficient, and provides frameworks for tailoring cautionary statements to the specific forward-looking projections they accompany.

SESSION 5 – Financial Reporting Judgment Calls and the BDO Auditor Certification Decision | 12:42pm – 12:52pm

Explores the emerging exposure for companies and auditors in the wake of developments involving BDO’s auditor certifications, including the denial of certiorari that left intact lower court rulings expanding the scope of liability. Discusses the implications for disclosure of critical audit matters, management estimates, and the selection and oversight of independent auditors as potential subjects of securities fraud claims.

SESSION 6 – ESG/Climate/DEI — Managing the Two-Front Litigation War | 12:52pm – 1:00pm

Surveys the unique two-front litigation risk facing companies that make ESG, climate, or DEI disclosures: securities fraud suits alleging material misstatements or omissions on one side, and anti-ESG challenges alleging that sustainability commitments constitute waste or ultra vires activity on the other. Offers practical strategies for calibrating the level and specificity of voluntary ESG disclosures to minimize exposure on both fronts heading into FY2026 reporting.

BREAK | 1:00pm – 1:10pm

SESSION 7 – The Dismissal Landscape: Why the Motion to Dismiss Is the Merits Stage | 1:10pm – 1:20pm

Sets the stage by reviewing empirical data and case trends demonstrating that the motion to dismiss is, in practical terms, the dispositive merits stage of most securities class actions. Explains why surviving a motion to dismiss dramatically increases settlement pressure and why the 10-K should be drafted with the motion-to-dismiss standard in mind from the outset.

SESSION 8 – Macquarie and the Pure-Omission vs. Half-Truth Framework | 1:20pm – 1:35pm

Provides a deep dive into the Supreme Court’s Macquarie decision and its holding that pure omissions— the failure to make a disclosure required by an SEC regulation—are not actionable under Rule 10b-5(b) absent an affirmative statement rendered misleading by the omission. Walks through the analytical framework for distinguishing pure omissions from half-truths in practice and identifies disclosure patterns that inadvertently convert what would be a non-actionable omission into an actionable half-truth.

SESSION 9 – Loss Causation as an Independent Dismissal Ground | 1:35pm – 1:45pm

Examines loss causation as a frequently underutilized independent basis for dismissal at the pleading stage. Discusses how disclosure drafting choices—particularly the timing, specificity, and sequencing of corrective disclosures—can strengthen or undermine a defendant’s ability to challenge loss causation and break the causal chain between the alleged misstatement and the plaintiff’s claimed economic loss.

SESSION 10 – Scienter Pleading: What the Record Must Show | 1:45pm – 1:57pm

Reviews the heightened pleading standard for scienter under the PSLRA, focusing on the requirement that the complaint allege facts giving rise to a strong inference of deliberate recklessness or intent to deceive. Discusses how the disclosure record — including board minutes, audit committee materials, disclosure committee processes, and the specificity of internal reporting — shapes the scienter inquiry and how companies can build a contemporaneous record that negates a strong inference of fraudulent intent.

SESSION 11 – FY2026 Practical Checklist: Building the Litigation-Resilient 10-K | 1:57pm – 2:10pm

Synthesizes the program’s themes into a concrete, actionable checklist for FY2026 annual report preparation. Covers recommended disclosure committee protocols, drafting do’s and don’ts for risk factors, MD&A, and forward-looking statements, auditor coordination steps, ESG/DEI disclosure calibration, and record-building practices designed to position the 10-K as a document that can withstand scrutiny from the plaintiffs’ bar and support a successful motion to dismiss.