Thanks for your mansplaining. I’m a former securities lawyer, now on the business side. Misleading disclosure is absolutely actionable is absolutely actionable under 10b-5 and other antifraud statutes and regulations. The standard that I quoted above — about omission to state material facts that make affirmative disclosure not misleading — comes straight from the 1933 Act.

This is also why company counsel often tries to get 10b-5 style warranties written into contracts for private financings.

I’m not a litigator, and your point about not revealing more than asked in discovery or at trial is legitimate, but I suspect that even in that context courts may not view lies of omission as entirely legitimate. Not my area of expertise, though, and I’m not doing legal research on Christmas morning.